form 10-k securities and exchange commission · form 10-k securities and exchange commission ......

FORM 10-K

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

(Mark One)È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

OR‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934FOR THE TRANSITION PERIOD FROM TO

Commission file number 001-32871

COMCAST CORPORATION(Exact name of registrant as specified in its charter)

PENNSYLVANIA(State or other jurisdiction of incorporation or organization)

27-0000798(I.R.S. Employer Identification No.)

One Comcast Center, Philadelphia, PA(Address of principal executive offices)

19103-2838(Zip Code)

Registrant’s telephone number, including area code: (215) 286-1700

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:Title of Each Class Name of Each Exchange on which Registered

Class A Common Stock, $0.01 par valueClass A Special Common Stock, $0.01 par value

2.0% Exchangeable Subordinated Debentures due 20296.625% Notes due 20567.00% Notes due 2055

7.00% Notes due 2055, Series B8.375% Guaranteed Notes due 20139.455% Guaranteed Notes due 2022

Nasdaq Global Select MarketNasdaq Global Select MarketNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock ExchangeNew York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:NONE

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days. Yes È No ‘

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not becontained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendments to this Form 10-K. ‘

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.(Check one):

Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Small reporting company ‘

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È

As of June 30, 2008, the aggregate market value of the Class A common stock and Class A Special common stock held by non-affiliatesof the Registrant was $39.033 billion and $15.656 billion, respectively.

As of December 31, 2008, there were 2,060,982,734 shares of Class A common stock, 810,211,190 shares of Class A Special commonstock and 9,444,375 shares of Class B common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III—The Registrant’s definitive Proxy Statement for its annual meeting of shareholders presently scheduled to be held in May 2009.

Comcast Corporation2008 Annual Report on Form 10-K

Table of Contents

PART IItem 1 Business 1Item 1A Risk Factors 13Item 1B Unresolved Staff Comments 16Item 2 Properties 16Item 3 Legal Proceedings 17Item 4 Submission of Matters to a Vote of Security Holders 18

PART IIItem 5 Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19Item 6 Selected Financial Data 21Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 22Item 7A Quantitative and Qualitative Disclosures About Market Risk 36Item 8 Financial Statements and Supplementary Data 38Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 79Item 9A Controls and Procedures 79Item 9B Other Information 79

PART IIIItem 10 Directors and Executive Officers of the Registrant 80Item 11 Executive Compensation 81Item 12 Security Ownership of Certain Beneficial Owners and Management 81Item 13 Certain Relationships and Related Transactions 81Item 14 Principal Accountant Fees and Services 81

PART IVItem 15 Exhibits and Financial Statement Schedules 82Signatures 85

This Annual Report on Form 10-K is for the year ended December 31, 2008. This Annual Report on Form 10-K modifies and supersedesdocuments filed before it. The Securities and Exchange Commission (“SEC”) allows us to “incorporate by reference” information that wefile with them, which means that we can disclose important information to you by referring you directly to those documents. Informationincorporated by reference is considered to be part of this Annual Report on Form 10-K. In addition, information that we file with the SEC inthe future will automatically update and supersede information contained in this Annual Report on Form 10-K. Throughout this AnnualReport on Form 10-K, we refer to Comcast Corporation as “Comcast;” Comcast and its consolidated subsidiaries as “we,” “us” and “our;”and Comcast Holdings Corporation as “Comcast Holdings.”

Our registered trademarks include Comcast and the Comcast logo. Our trademarks include Fancast and FEARnet. This Annual Report onForm 10-K also contains other trademarks, service marks and trade names owned by us as well as those owned by others.

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Part I

Item 1: Business

We are the nation’s leading provider of cable services, offering avariety of entertainment, information and communications servicesto residential and commercial customers. As of December 31, 2008,our cable systems served approximately 24.2 million video custom-ers, 14.9 million high-speed Internet customers and 6.5 millionphone customers and passed over 50.6 million homes in 39 statesand the District of Columbia. We report the results of these oper-ations as our Cable segment, which generates approximately 95%of our consolidated revenue. Our Cable segment also includes theoperations of our regional sports networks. Our other reportablesegment, Programming, consists primarily of our nationalprogramming networks, including E!, Golf Channel, VERSUS, G4and Style. We were incorporated under the laws of Pennsylvania inDecember 2001. Through our predecessors, we have developed,managed and operated cable systems since 1963.

Our other business interests include Comcast Interactive Mediaand Comcast Spectacor. Comcast Interactive Media develops andoperates Comcast’s Internet businesses focused on entertain-ment, information and communication, including Comcast.net,Fancast, thePlatform, Fandango, Plaxo and DailyCandy. ComcastSpectacor owns two professional sports teams and two large,multipurpose arenas, and manages other facilities for sportingevents, concerts and other events. Comcast Interactive Media,Comcast Spectacor and all other consolidated businesses notincluded in our Cable or Programming segment are included in“Corporate and Other” activities.

For financial and other information about our reportable segments,refer to Item 8, Note 16 to our consolidated financial statementsincluded in this Annual Report on Form 10-K.

Available Information and Web Sites

Our phone number is (215) 286-1700, and our principal executiveoffices are located at One Comcast Center, Philadelphia, PA19103-2838. The public may read and copy any materials we filewith the SEC at the SEC’s Public Reference Room at 100 F Street,NE, Washington, DC 20549. The public may obtain information onthe operation of the Public Reference Room by calling the SEC at1-800-SEC-0330. Our Annual Reports on Form 10-K, QuarterlyReports on Form 10-Q, Current Reports on Form 8-K and anyamendments to such reports filed with or furnished to the SECunder Sections 13(a) or 15(d) of the Securities Exchange Act of1934, as amended (the “Exchange Act”), are available free ofcharge on the SEC’s Web site at www.sec.gov and on our Website at www.comcast.com as soon as reasonably practicable aftersuch reports are electronically filed with the SEC. The informationposted on our Web site is not incorporated into our SEC filings.

General Developments of Our Businesses

The following are the more significant developments in our busi-nesses in 2008:

• growth in consolidated revenue of 10.9% to approximately$34.3 billion and an increase in consolidated operating incomeof 20.7% to approximately $6.7 billion

• growth in Cable segment revenue of 10.7% to approximately$32.4 billion and an increase in operating income beforedepreciation and amortization of 10.5% to approximately $13.2billion

• the addition of approximately 1.5 million digital video customers,approximately 1.3 million high-speed Internet customers,approximately 2.0 million digital phone customers and adecrease of approximately 575,000 video customers (excludingin each case customers obtained through acquisitions)

• a reduction in Cable segment capital expenditures of 7.5% toapproximately $5.5 billion

• the transition of more of our programming to digital transmissionrather than analog transmission in order to recapture bandwidththat will allow us to continue to expand our service offerings

• the initial deployment of DOCSIS 3.0 high-speed Internettechnology, also referred to as Wideband

• the acquisition of cable systems serving Illinois and Indiana(approximately 696,000 video customers), as a result of thedissolution of Insight Midwest, LP (the “Insight transaction”), inJanuary 2008

• an investment as part of an investor group in a new entitynamed Clearwire that is focusing on the deployment of anationwide 4G wireless network using its significant wirelessspectrum holdings and was formed through the combination ofthe 4G wireless broadband businesses of Clearwire’s legalpredecessor and Sprint Nextel (“Sprint”); through relatedagreements entered into in connection with our investment, wewill be able to offer wireless services utilizing Clearwire’s 4G andcertain of Sprint’s existing wireless networks

• the completion of various transactions, including the acquisitionof Internet-related businesses, which include Plaxo and Daily-Candy, and the purchase of an additional ownership interest inComcast SportsNet Bay Area

• the repurchase of approximately 141 million shares of our Class Acommon stock and Class A Special common stock for approx-imately $2.8 billion under our share repurchase authorization

1 Comcast 2008 Annual Report on Form 10-K

• the initiation of a quarterly dividend of $0.0625 per share inFebruary 2008; we declared dividends of approximately $727million in 2008, of which $547 million were paid during 2008

We operate our businesses in an intensely competitive environ-ment. Competition for the cable services we offer consistsprimarily of direct broadcast satellite (“DBS”) operators and phonecompanies. In 2008, our competitors continued to add features

and adopt aggressive pricing and packaging for services that arecomparable to the services we offer and the local phone compa-nies have continued to expand their service areas. A substantialportion of our revenue comes from residential customers whosespending patterns may be affected by prevailing economic con-ditions. Intensifying competition and a weakening economyaffected our net customer additions in 2008 and may, if theseconditions continue, adversely impact our results of operations inthe future.

Description of Our Businesses

Cable Segment

The table below summarizes certain customer and penetration data for our cable operations as of December 31.

(in millions) 2008 2007 2006 2005 2004

Homes passed(a) 50.6 48.5 45.7 38.6 37.8Video

Video customers(b) 24.2 24.1 23.4 20.3 20.5Penetration(c) 47.8% 49.6% 51.3% 52.7% 54.1%Digital video customers(d) 17.0 15.2 12.1 9.1 8.1Digital video penetration(c) 70.3% 63.1% 51.9% 44.8% 39.4%

High-speed InternetAvailable homes(e) 50.3 48.1 45.2 38.2 37.1Internet customers 14.9 13.2 11.0 8.1 6.6Penetration(c) 29.7% 27.5% 24.4% 21.1% 17.8%

PhoneAvailable homes(e) 46.7 42.2 31.5 19.6 8.9Phone customers 6.5 4.6 2.4 1.2 1.1Penetration(c) 13.9% 10.8% 7.6% 6.0% 12.2%

Basis of Presentation: Information related to cable system acquisitions is included from the date acquired. Information related to cable systems sold or exchanged is excluded forall periods presented. All percentages are calculated based on actual amounts. Minor differences may exist due to rounding.

(a) Homes are considered passed (“homes passed”) if we can connect them to our distribution system without further extending the transmission lines. As described in Note(b) below, in the case of certain multiple dwelling units (“MDUs”), such as apartment buildings and condominium complexes, homes passed are counted on an adjusted basis.Homes passed is an estimate based on the best available information. Homes passed and available homes do not include the number of small and medium-sized businessespassed, which cannot be reasonably estimated at this time.

(b) Generally, a dwelling or commercial unit with one or more television sets connected to our distribution system counts as one video customer. In the case of some MDUs, wecount homes passed and video customers on a Federal Communications Commission (“FCC”) equivalent basis by dividing total revenue received from a contract with an MDUby the standard residential rate where the specific MDU is located.

(c) Penetration is calculated by dividing the number of customers by the number of homes passed or available homes, as appropriate. The number of customers includes oursmall and medium-sized business customers.

(d) Digital video customers are those who receive any level of video service via digital transmissions. A dwelling with one or more digital set-top boxes counts as one digital videocustomer. On average, as of December 31, 2008, each digital video customer had 1.6 digital set-top boxes.

(e) Homes are considered available (“available homes”) if we can connect them to our distribution system without further upgrading the transmission lines and if we offer the serv-ice in that area. Available homes for phone include digital and circuit-switched homes. See also note (a) above.

Comcast 2008 Annual Report on Form 10-K 2

Cable ServicesWe offer a variety of services over our cable systems, includingvideo, high-speed Internet and phone services (“cable services”)and market these services individually and in packages. Sub-stantially all of our customers are residential customers. We havetraditionally offered our video services to restaurants and hotels,and we are now offering our cable services to small and medium-sized businesses. Monthly subscription rates and related chargesvary according to the service selected and the type of equipmentthe customer uses, and customers typically pay us on a monthlybasis. While residential customers may discontinue services at anytime, business customers may only discontinue their services inaccordance with the terms of their respective contracts, whichtypically have one to three year terms.

We are focusing our technology initiatives on extending thecapacity and efficiency of our networks, increasing the capacityand functionality of advanced set-top boxes, developing andintegrating cross-service features and functionality, and developinginteractive services.

Video ServicesOur video service offerings range from a limited analog service to afull digital service, as well as advanced services, including high-definition television (“HDTV”) and digital video recorder (“DVR”). Wetailor our channel offerings for each system serving a particulargeographic area according to applicable local and federal regu-latory requirements, programming preferences and demographics.

Our video services consist of a limited analog service, which gen-erally includes access to between 20 and 40 channels ofprogramming, an expanded analog service, which generallyincludes access to between 60 and 80 channels of programming,and digital video services with access to over 250 channels,depending on the level of service selected. Our video servicesgenerally include programming provided by national and localbroadcast networks, national and regional cable networks, andgovernmental and public access programming. Our digital videoservices generally include access to multiple music channels; ourOn Demand service; and an interactive, on-screen program guide.We also offer some specialty tiers with sports, family or interna-tional themes.

Our video customers may also subscribe to premium channelprogramming. Premium channels include cable networks such asHBO, Showtime, Starz and Cinemax, which generally offer, with-out commercial interruption, movies, original programming, liveand taped sporting events, concerts and other special features.

Our On Demand service allows our digital video customers theopportunity to choose from a selection of more than 10,000standard-definition and high-definition programs over the course ofa month; start the programs at whatever time is convenient; andpause, rewind and fast-forward the programs. The majority of our

On Demand content is available to our digital video customers atno additional charge, with additional content available on apay-per-view basis. Digital video customers subscribing to pre-mium channels generally have access to the premium channel’sOn Demand content without additional fees. Our pay-per-view OnDemand service allows our video customers to order, for a sepa-rate fee, individual new release and library movies and special-event programs, such as professional boxing, professionalwrestling and concerts. We are continuing to expand the numberof On Demand choices, including HDTV programming.

Video customers may also subscribe to our advanced services,HDTV and DVR. Our HDTV service provides our video customerswith improved, high-resolution picture quality, improved audioquality and a wide-screen format. Our HDTV service offers ourdigital video customers a broad selection of high-definition pro-gramming, including most major broadcast networks, leadingnational cable networks, premium channels and regional sportsnetworks. In addition, our On Demand service provides over 1,000HDTV programming choices. We are continuing to expand ourHDTV programming choices. Our DVR service lets digital videocustomers select, record and store programs and play them atwhatever time is convenient. Our DVR service also provides theability to pause and rewind “live” television.

High-Speed Internet ServicesWe offer high-speed Internet services with Internet access atdownstream speeds of up to 24 Mbps, depending on the serviceselected, and up to 50 Mbps with the introduction of DOCSIS 3.0technology, also referred to as Wideband, based on geographicmarket availability. These services also include our interactive por-tal, Comcast.net, which provides multiple e-mail addresses andonline storage, as well as a variety of content and value-addedfeatures and enhancements that are designed to take advantageof the speed of the Internet services we provide.

Phone ServicesWe offer a Voice over Internet Protocol (“VoIP”) digital phone serv-ice that provides either usage-based or unlimited local anddomestic long-distance calling, including features such as voicemail, caller ID and call waiting. We phased out substantially all ofour circuit-switched phone service in 2008.

AdvertisingAs part of our programming license agreements with programmingnetworks, we often receive an allocation of scheduled advertisingtime that we may sell to local, regional and national advertisers. Wealso coordinate the advertising sales efforts of other cable oper-ators in some markets, and in some markets we operateadvertising interconnects. These interconnects establish a physical,direct link between multiple cable systems and provide for the saleof regional and national advertising across larger geographic areasthan could be provided by a single cable company. We are also inthe process of developing technology for interactive advertising.


Regional Sports NetworksOur regional sports networks include Comcast SportsNet(Philadelphia), Comcast SportsNet Mid-Atlantic (Baltimore/Washington), Cable Sports Southeast, Comcast SportsNetChicago, MountainWest Sports Network, Comcast SportsNetCalifornia (Sacramento), Comcast SportsNet New England(Boston), Comcast SportsNet Northwest (Portland) and ComcastSportsNet Bay Area (San Francisco). These networks generaterevenue from monthly per subscriber license fees paid by multi-channel video providers and through the sale of advertising time.

Other Revenue SourcesWe also generate revenue from our digital media center,installation services, commissions from electronic retailing net-works and fees from other services.

Sources of SupplyTo offer our video services, we license from programming net-works the substantial majority of the programming channels andthe associated On Demand offerings we distribute, and we gen-erally pay a monthly fee for such programming on a per videosubscriber, per channel basis. We attempt to secure long-termprogramming licenses with volume discounts and/or marketingsupport and incentives. We also license individual programs orpackages of programs from programming suppliers for our OnDemand service, generally under shorter-term agreements.

Our video programming expenses depend on the number of ourvideo customers, the number of channels and programs we pro-vide, and the programming license fees we are charged. Weexpect our programming expenses to continue to be our largestsingle expense item and to increase in the future.

We purchase a significant number of the set-top boxes and net-work equipment from a limited number of suppliers that we use inproviding our video services.

For our high-speed Internet portal, Comcast.net, we license soft-ware products (such as e-mail and security software) and content(such as news feeds) from a variety of suppliers under contracts inwhich we generally pay on a fixed-fee basis, or on a per customerbasis in the case of software product licenses, or on a videoadvertising revenue share basis in the case of content licenses.

To offer our phone services, we license software products (suchas voice mail) from a variety of suppliers under multiyear contracts.The fees we pay are based on the consumption of the relatedservices.

In connection with our provision of cable services, we license all ofour billing software from two vendors.

Customer and Technical ServicesWe service our customers through local, regional and national calland technical centers. These call centers provide 24/7 call-answering capability, telemarketing and other services. Ourtechnical services group performs various tasks, includinginstallations, transmission and distribution plant maintenance, plantupgrades, and activities related to customer service.

TechnologyOur cable systems employ a network architecture of hybrid fibercoax that we believe is sufficiently flexible and scalable to supportour future requirements. This network allows the two-way deliveryof transmissions, which is essential to providing interactive videoservices, such as On Demand, and high-speed Internet and digitalphone services.

We continue to work on technology initiatives, including:

• development of cross-platform functionality that will integratekey features of two or more of our services

• recapture of bandwidth available in our network, both by deliver-ing more of our programming through digital, as opposed toanalog, transmission and by exploiting digital optimization

• development of technology that provides early detection ofproblems within our network and provides our technicians withenhanced diagnostic tools

• development of software for our network and for set-top boxesthat measures the reliability and quality of our video signals andidentifies video problems for particular customers

• the internal development of strategically important software andtechnologies, as well as technology specifications that integratethird-party software

• expanding our use of open technology solutions that allow multi-ple vendors to more easily integrate with our technology

• working with members of CableLabs, a nonprofit research anddevelopment consortium founded by members of the cableindustry, to develop and integrate a common software platform,known as tru2way, that enables cable companies, contentdevelopers, network programmers, consumer electronicscompanies and others to extend interactivity to the TV set andother types of devices

• exploring wireless options to extend our services outside thehome to provide mobility and create new features that integratewith our services, including our November 2008 investment in anew entity named Clearwire that is focusing on the deploymentof a nationwide 4G wireless network and our purchase of wire-less spectrum, both directly and through a consortium


Sales and MarketingWe offer our products and services directly to customers throughour call centers, door-to-door selling, direct mail advertising, tele-vision advertising, local media advertising, telemarketing and retailoutlets. We also market our video, high-speed Internet and digitalphone services individually and as bundled services.

CompetitionWe operate our businesses in an intensely competitive environ-ment. We compete with a number of different companies that offera broad range of services through increasingly diverse means.Competition for the cable services we offer consists primarily ofDBS operators and local phone companies. In 2008, our com-petitors continued to add features and adopt aggressive pricingand packaging for services that are comparable to the services weoffer, and the local phone companies have continued to expandtheir service areas. These competitive factors have had an impacton and are likely to continue to affect our results of operations. Inaddition, we operate in a technologically complex environmentwhere it is likely that new technologies will further increase thenumber of competitors we face for our video, high-speed Internetand phone services, and for our advertising business. We expectadvances in communications technology, such as video streamingover the Internet, to continue in the future, and we are unable topredict what effects these developments will have on our busi-nesses and operations.

Video ServicesWe compete with a number of different sources that provide news,sports, information and entertainment programming to consumers,including:

• DBS providers that transmit satellite signals containing videoprogramming, data and other information to receiving disheslocated on the customer’s premises

• certain local phone companies that have built and are continuingto build wireline fiber-optic-based networks, in some casesusing Internet protocol (“IP”) technology, to provide video anddata services in substantial portions of their service areas and inan increasing number of our service areas, in addition to market-ing DBS service in certain areas

• other providers that build and operate wireline communicationssystems in the same communities that we serve, including thoseoperating as franchised cable operators

• online services that offer Internet video streaming, downloadingand distribution of movies, television shows and other videoprogramming

• satellite master antenna television systems, known as SMATVs,that generally serve condominiums, apartment and office com-plexes, and residential developments

• local television broadcast stations that provide free over-the-airprogramming

• wireless and other emerging mobile technologies that providefor the distribution and viewing of video programming

• video rental services and home video products

In recent years, Congress has enacted legislation and the FCC hasadopted regulatory policies intended to provide a favorable operat-ing environment for existing competitors and for potential newcompetitors to our cable systems. The FCC adopted rules favoringnew investment by local phone companies in networks capable ofdistributing video programming and rules allocating and auctioningspectrum for new wireless services that may compete with ourvideo service offerings. Furthermore, the FCC and various stategovernments have adopted measures that reduce or eliminate localfranchising requirements for new entrants into the multichannelvideo marketplace, including local phone companies. Certain ofthese franchising entry measures have already been adopted inmany states in which we operate. We could be materially dis-advantaged if FCC and state franchising rules continue to set adifferent, less burdensome standard for some of our competitorsthan for ourselves (see “Legislation and Regulation” below).

Direct broadcast satellite systemsAccording to recent government and industry reports, conven-tional, medium-power and high-power satellites provide videoprogramming to over 35 million customers in the United States.DBS providers with high-power satellites typically offer more than250 channels of programming, including programming servicessubstantially similar to those our cable systems provide. Twocompanies, DIRECTV and DISH Network, provide service to sub-stantially all of these DBS customers.

High-power satellite service can be received throughout the con-tinental United States through small rooftop or side-mountedoutdoor antennas. Satellite systems use video compression tech-nology to increase channel capacity and digital technology toimprove the quality and quantity of the signals transmitted to theircustomers. Our digital cable service is competitive with the pro-gramming, channel capacity and quality of signals currentlydelivered to customers by DBS providers.

Federal legislation establishes, among other things, a compulsorycopyright license that permits satellite systems to retransmit localbroadcast television signals to customers who reside in the local tele-vision station’s market. These companies are currently transmittinglocal broadcast signals in most markets that we serve. Additionally,federal law generally provides satellite systems with access to cable-affiliated video programming services delivered by satellite. DBSproviders also have arrangements with local phone companies inwhich the DBS provider’s video services are sold together with a localphone company’s high-speed Internet and phone services.


Local phone companiesLocal phone companies, in particular AT&T and Verizon, have builtand continue to build fiber-optic-based networks to provide videoservices in substantial portions of their service areas. These localphone companies have continued to offer video services in anincreasing number of our service areas, and we anticipate that localphone companies’ video services will be offered in a substantialportion of our service areas in the near future. In certain areas, videoservices are being offered in addition to joint marketing arrange-ments local phone companies have entered into with DBSproviders. Local phone companies have taken various positions onthe question of whether they need a local cable television franchiseto provide video services. Some, like Verizon, have applied for localcable franchises while others, like AT&T, claim that they can providetheir video services without a local cable franchise. Notwithstandingtheir positions, both AT&T and Verizon have filed for video servicefranchise certificates under state franchising laws (see “Legislationand Regulation” below).

Other providersWe operate our cable systems under nonexclusive franchises thatare issued by a local community governing body, such as a citycouncil or county board of supervisors or, in some cases, by a stateregulatory agency. Federal law prohibits franchising authorities fromunreasonably denying requests for additional franchises, and it per-mits franchising authorities to operate cable systems. In addition tolocal phone companies, various other companies, including thosethat traditionally have not provided cable services and have sub-stantial financial resources (such as public utilities, including thosethat own some of the poles to which our cables are attached), haveobtained cable franchises and provide competing cable services.These and other cable systems offer cable services in various areaswhere we hold franchises. We anticipate that facilities-based com-petitors will emerge in other franchise areas that we serve.

Satellite master antenna television systemsOur cable systems also compete for customers with SMATV sys-tems. SMATV system operators typically are not subject toregulation in the same manner as local, franchised cable systemoperators. SMATV systems offer customers both improvedreception of local television stations and much of the programmingoffered by our cable systems. In addition, some SMATV operatorsoffer packages of video, Internet and phone services to residentialand commercial developments.

Local broadcast servicesLocal broadcast stations have the ability to broadcast multiplestreams of free programming in their digital broadcast spectrum,and some broadcasters are providing such services in markets thatwe serve. The increasing use of such free multicast services couldpresent competitive challenges to our cable service.

High-Speed Internet ServicesWe compete with a number of other companies, many of whichhave substantial resources, including:

• phone companies

• Internet service providers (“ISPs”), such as AOL, Earthlink andMicrosoft

• wireless phone companies and other providers of wireless Inter-net service

• power companies

Digital subscriber line (“DSL”) technology allows Internet access tobe provided to customers over telephone lines at data trans-mission speeds substantially greater than those of dial-upmodems. Local phone companies and other companies offer DSLservice, and several of them have increased transmission speeds,lowered prices or created bundled service packages. In addition,some local phone companies, such as AT&T and Verizon, havebuilt and are continuing to build fiber-optic-based networks thatallow them to provide data transmission speeds that exceed thosethat can be provided with DSL technology and are now offeringthese higher speed services in many of our markets. The FCC hasreduced the obligations of local phone companies to offer theirbroadband facilities on a wholesale or retail basis to competitors,and it has freed their DSL services of common carrier regulation.

Various wireless phone companies are offering wireless high-speed Internet services. In addition, in a growing number ofcommercial areas, such as retail malls, restaurants and airports,Wi-Fi Internet service is available. Numerous local governments arealso considering or actively pursuing publicly subsidized Wi-Fi andWiMAX Internet access networks, and commercial WiMAX offer-ings are being rolled out.

The FCC has adopted an order that prohibits us from engaging incertain high-speed Internet network management practices, andCongress and the FCC are considering creating certain rights forInternet content providers and for users of high-speed Internetservices by imposing “net neutrality” requirements on service pro-viders. These requirements, as well as any other measuresadopted by Congress or the FCC that impose additional obliga-tions on high-speed Internet service providers, could adverselyaffect our high-speed Internet business (see “Legislation andRegulation” below).


Phone ServicesOur digital phone service competes against local phone compa-nies, wireless phone service providers, competitive local exchangecarriers (“CLECs”) and other VoIP service providers. The localphone companies have substantial capital and other resources,longstanding customer relationships, and extensive existing facili-ties and network rights-of-way. A few CLECs also have existinglocal networks and significant financial resources.

AdvertisingWe compete for the sale of advertising against a wide variety ofmedia, including local broadcast stations, national broadcastnetworks, national and regional programming networks, local radiobroadcast stations, local and regional newspapers, magazines andInternet sites.

Programming Segment

The table below presents a summary of our most significant consolidated national programming networks as of December 31, 2008.

Programming Network

ApproximateU.S. Subscribers

(in millions) Description

E! 85 Pop culture and entertainment-related programmingGolf Channel 73 Golf and golf-related programmingVERSUS 66 Sports and leisure programmingG4 57 Gamer lifestyle programmingStyle 51 Lifestyle-related programming

Revenue for our programming networks is primarily generatedfrom the sale of advertising and from monthly per subscriberlicense fees paid by multichannel video providers that have typi-cally entered into multiyear contracts to distribute ourprogramming networks. To obtain long-term contracts withdistributors, we may make cash payments, provide an initial periodin which license fee payments are waived or do both. Ourprogramming networks assist distributors with ongoing marketingand promotional activities to retain existing customers and acquirenew customers. Although we believe prospects of continued car-riage and marketing of our programming networks by largerdistributors are generally good, the loss of one or more of suchdistributors could have a material adverse effect on our program-ming networks.

Sources of SupplyOur programming networks often produce their own televisionprograms and broadcasts of live events. This often requires us toacquire the rights to the content that is used in such productions(such as rights to screenplays or sporting events). In other cases,our programming networks license the cable telecast rights totelevision programs produced by third parties.

CompetitionOur programming networks compete with other televisionprogramming services for distribution and programming. In addi-tion, our programming networks compete for audience share with

all other forms of programming provided to viewers, includingbroadcast networks; local broadcast stations; pay and other cablenetworks; home video, pay-per-view and video on demand serv-ices; and Internet sites. Finally, our programming networkscompete for advertising revenue with other national and localmedia, including other television networks, television stations, radiostations, newspapers, Internet sites and direct mail.

Other Businesses

Our other business interests include Comcast Interactive Mediaand Comcast Spectacor. Comcast Interactive Media develops andoperates Comcast’s Internet businesses focused on entertain-ment, information and communication, including Comcast.net,Fancast, thePlatform, Fandango, Plaxo and DailyCandy. ComcastSpectacor owns two professional sports teams and two large,multipurpose arenas, and manages other facilities for sportingevents, concerts and other events.

We also own noncontrolling interests in certain networks andcontent providers, including MGM, iN DEMAND, TV One, PBSKIDS Sprout, FEARnet, New England Cable News, PittsburghCable News Channel, Music Choice and SportsNet New York. Inaddition, we have noncontrolling interests in wireless-relatedcompanies, including Clearwire and SpectrumCo, LLC.


Legislation and Regulation

Our Cable segment is subject to regulation by federal, state andlocal governmental authorities under federal and state laws andregulations as well as agreements we enter into with franchisingauthorities. The Communications Act of 1934, as amended (the“Communications Act” or “Act”) and FCC regulations and policiesaffect significant aspects of our Cable segment, including cablesystem ownership, video customer rates, carriage of broadcasttelevision stations, the way we sell our programming packages tocustomers, access to cable system channels by franchisingauthorities and other parties, the use of utility poles and conduitsand the offering of our high-speed Internet and phone services.Our Programming segment is subject to more limited gov-ernmental regulation.

Federal regulation and regulatory scrutiny of our Cable and Pro-gramming segments have increased over the last three years,even as the cable industry is subject to increasing competitionfrom DBS providers, phone companies and others for video, high-speed Internet and phone services. Meanwhile, the FCC hasprovided regulatory relief and various regulatory advantages to ourcompetitors, examples of which are provided below. Further, insome areas, the Communications Act treats certain multichannelvideo programming distributors (“MVPDs”) differently from others.For example, ownership limits, pricing and packaging regulation,must-carry and franchising are not applicable to our DBS com-petitors. Regulation continues to present significant adverse risksto our businesses.

Regulators at all levels of government frequently consider chang-ing, and sometimes do change, existing rules or interpretations ofexisting rules, or prescribe new ones. The transition to a newadministration under President Obama will likely lead to turnover inthe leadership of many federal agencies, including the FCC. Weare unable to predict how new leadership in these agencies willultimately affect regulation of our businesses. In addition, wealways face the risk that Congress or one or more states willapprove legislation significantly affecting our businesses, such asproposed federal legislation referred to as the Employee FreeChoice Act, which would substantially liberalize the procedures forunion organization.

The following paragraphs describe existing and potential futurelegal and regulatory requirements for our businesses.

Video Services

Ownership LimitsThe FCC adopted an order in 2007 establishing a 30% limit on thepercentage of multichannel video customers that any single cable

provider can serve nationwide. Because we currently serve approx-imately 26% of multichannel video customers nationwide, the 30%ownership limit constrains our ability to take advantage of futuregrowth opportunities. A federal appellate court struck down a sim-ilar 30% limit in a 2001 decision, and we have appealed the newlimit in court. The FCC is also assessing whether it should reinstatea limit on the number of affiliated programming networks a cableoperator may carry on its cable systems. The FCC’s previous limitof 40% of the first 75 channels was also struck down by thefederal appellate court in the 2001 decision. The percentage ofaffiliated programming networks we currently carry is well belowthe previous 40% limit. It is uncertain when the FCC will rule onthis issue or how any regulation it adopts might affect us.

Pricing and PackagingThe Communications Act and FCC regulations and policies limitthe prices that cable operators may charge for limited basic serv-ice, equipment and installation, as well as the manner in whichcable operators may package premium or pay-per-view serviceswith other tiers of service. These rules do not apply to cable sys-tems that the FCC determines are subject to effective competition.The FCC has made this determination for systems covering 33%of our customers, and, as of December 31, 2008, we have pend-ing before the FCC additional petitions for determination ofeffective competition for systems covering another 12% of ourcustomers. An additional 35% of our customers are not subject torate regulation because numerous local franchising authoritieshave chosen not to make the FCC certification filing necessary toregulate rates. From time to time, Congress and the FCC considerimposing new pricing or packaging regulations on the cableindustry, including proposals that would require cable operators tooffer programming networks on an a la carte or themed-tier basisinstead of, or in addition to, our current packaged offerings. Asdiscussed under “Legal Proceedings” in Item 3, we and others arecurrently involved in litigation that could force us and other MVPDsto offer programming networks on an a la carte basis. Additionally,uniform pricing requirements under the Communications Act mayaffect our ability to respond to increased competition throughoffers, promotions or other discounts that aim to retain existingcustomers or regain those we have lost. In October 2008, the FCCinitiated several inquiries regarding the cable industry’s transitionfrom analog to digital transmission and the potential impact ofthese transition efforts on pricing and packaging for customerswho lack the equipment necessary to receive digital programming.We believe that our product and service offerings will improve aswe deliver more of our programming through digital transmission,because we will be able to provide more high-definition program-ming and video on demand services, better picture quality of ourvideo services, faster Internet speeds and other services. There isa risk that the FCC could pursue regulatory or enforcement actionsin this area, which could complicate or delay our transition to digi-tal technology and could have an adverse effect on our business.


Must-Carry/Retransmission ConsentCable operators are currently required to carry, without compensa-tion, the programming transmitted by most local commercial andnoncommercial television stations. Alternatively, local televisionstations may insist that a cable operator negotiate for retrans-mission consent, which may enable popular stations to demandcash payments or other significant concessions (such as the car-riage of, and payment for, other programming networks affiliatedwith the broadcaster) as a condition of transmitting the TV broad-cast signals that video customers expect to receive. As part of thetransition from analog to digital broadcast transmission, Congressand the FCC gave each local broadcast station a digital channel,capable of carrying multiple programming streams, in addition toits current analog channel. After the broadcasters’ transition todigital (the current transition date is June 12, 2009, althoughbroadcasters have the option of making the transition earlier),cable operators will have to carry the primary digital programmingstream of local broadcast stations, as well as an analog version ofthe primary digital programming stream. These requirements willlast for at least three years from the date of the digital transition.The FCC has provided a limited exemption from these require-ments for cable systems with an activated channel capacity of 552MHz or less. Under this exemption, which applies to certain of ourcable systems, the operator is only obligated to carry the analogversion of the broadcaster’s primary digital programming stream.The FCC is also considering proposals to require cable operatorsto carry, after the 2009 transition date, some or all of the multipleprogramming streams transmitted in the broadcaster’s digitalsignal. Such expanded must-carry obligations would further con-strain our ability to allocate bandwidth to more high-definitionchannels, faster Internet speeds and other services. In addition,the FCC is considering proposals that would require cable oper-ators to carry certain low power broadcast television stations that,under current regulations, generally lack must-carry rights.

Program Access/Program Carriage/License AgreementsThe Communications Act and the FCC’s program access rulesgenerally prevent video programmers affiliated with cable oper-ators from favoring cable operators over competing MVPDs, suchas DBS providers, and limit the ability of such affiliated pro-grammers to offer exclusive programming arrangements to cableoperators. The FCC has extended the exclusivity restrictionsthrough October 2012. We have challenged this FCC action infederal court. In addition, the Communications Act and the FCC’sprogram carriage rules prohibit cable operators and other MVPDsfrom requiring a financial interest in, or exclusive distribution rightsfor, any video programming network as a condition of carriage, orfrom unreasonably restraining the ability of an unaffiliatedprogramming network to compete fairly by discriminating againstthe network on the basis of its nonaffiliation in the selection, termsor conditions for carriage. The FCC is considering proposals toexpand its program access and program carriage regulations that,if adopted, could have an adverse effect on our businesses. Inaddition, under the FCC’s July 2006 order approving our acquis-

ition of Adelphia cable systems and related Time Warner trans-actions, until July 2012 our regional sports networks are generallycovered by the program access rules, and MVPDs may invokecommercial arbitration against such regional sports networks asan alternative to filing a program access complaint with the FCC. Inaddition, we are a party to program carriage disputes at the FCCinvolving three programming networks (NFL Network, WealthTVand Mid-Atlantic Sports Network). Adverse decisions in thesedisputes could increase our costs and curtail our flexibility todeliver services to our customers.

Leased AccessThe Communications Act requires a cable system to make avail-able up to 15% of its channel capacity for commercial leasedaccess by third parties to provide programming that may competewith services offered directly by the cable operator. To date, wehave not been required to devote significant channel capacity toleased access. However, the FCC adopted rules in 2007 thatdramatically reduce the rates we can charge for leased accesschannels. Although the lower rates initially will not apply to homeshopping or infomercial programmers, the FCC has issued a fur-ther notice to determine if such programming should also have thebenefit of the lower rates. These new FCC rules, which have beenstayed by a federal court pending the outcome of a challengebrought by us and other cable operators and which also havebeen blocked by the Office of Management and Budget, couldadversely affect our business by significantly increasing the num-ber of cable system channels occupied by leased access usersand by significantly increasing the administrative burdens andcosts associated with complying with such rules.

Cable EquipmentThe FCC has adopted regulations aimed at promoting the retailsale of set-top boxes and other equipment that can be used toreceive digital video services. Effective July 2007, cable operatorswere prohibited from acquiring for deployment set-top boxes thatperform both channel navigation and security functions. Set-topboxes purchased after that date must rely on a separate securitydevice known as a CableCARD, which adds to the cost of set-topboxes. In addition, the FCC has adopted rules to implement anagreement between the cable and consumer electronics industriesaimed at promoting the manufacture of plug-and-play TV sets thatcan connect directly to a cable network and receive one-way ana-log and digital video services without the need for a set-top box.The FCC is also considering proposals to establish regulations forplug-and-play retail devices that can access two-way cable serv-ices. Some of the proposals, if adopted, would impose substantialcosts on us and impair our ability to innovate. In April 2008, wejoined major consumer electronics companies, informationtechnology companies and other major cable operators in anagreement to use certain technology to enable retail devices toaccess two-way cable services. We believe that this inter-industryagreement makes it less likely the FCC will adopt two-wayplug-and-play requirements in the near future.


MDUs and Inside WiringIn October 2007, the FCC adopted an order prohibiting theenforcement of exclusive video service access agreementsbetween cable operators and MDUs and other private real estatedevelopments. The order also prohibits the execution of newexclusive access agreements. The order has been appealed bythe National Cable & Telecommunications Association (“NCTA”),the cable industry’s trade organization. The FCC is also consider-ing proposals to extend these prohibitions to non-cable MVPDsand to expand the scope of the rules to prohibit exclusive market-ing and bulk billing agreements. Because we have a significantnumber of exclusive access agreements, the FCC’s order toabrogate the exclusivity provisions of those agreements couldnegatively affect our business, as would adoption of new limits onexclusive marketing and bulk billing. The FCC has also adoptedrules facilitating competitors’ access to the cable wiring insidesuch MDUs. These rules could also have an adverse impact onour business as they allow our competitors to use wiring we havedeployed to reach potential customers more quickly and inex-pensively.

Pole AttachmentsThe Communications Act permits the FCC to regulate the rate thatpole-owning utility companies (with the exception of municipal util-ities and rural cooperatives) charge cable systems for attachmentsto their poles. States are permitted to preempt FCC jurisdictionand regulate the terms of attachments themselves, and manystates in which we operate have done so. Most of these stateshave generally followed the FCC’s pole rate standards. The FCCor a state could increase pole attachment rates paid by cableoperators. Additionally, higher pole attachment rates apply to poleattachments that are subject to the FCC’s telecommunicationsservices pole rates. The applicability of and method for calculatingthose rates for cable systems over which phone services aretransmitted remain unclear, and there is a risk that we could facematerially higher pole attachment costs. In November 2007, theFCC initiated a proceeding to consider whether to modify its rulesgoverning prices for pole attachments. Among other issues, theFCC is considering establishing a new unified pole attachment ratethat would apply to cable system attachments where the cableoperator provides high-speed Internet services and, perhaps,phone services as well. The proposed rate would be higher thanthe current rate paid by cable service providers but lower than therate that applies to attachments used to provide tele-communications services. If adopted, this proposal couldmaterially increase our costs by increasing our existing paymentsfor pole attachments.

FranchisingCable operators generally operate their cable systems undernonexclusive franchises granted by local or state franchisingauthorities. While the terms and conditions of franchises varymaterially from jurisdiction to jurisdiction, franchises typically lastfor a fixed term; obligate the franchisee to pay franchise fees and

meet service quality, customer service and other requirements;and are terminable if the franchisee fails to comply with materialprovisions. The Communications Act permits franchising author-ities to establish reasonable requirements for public, educationaland governmental access programming, and many of our franch-ises require substantial channel capacity and financial support forthis programming. The Communications Act also contains provi-sions governing the franchising process, including, among otherthings, renewal procedures designed to protect incumbentfranchisees against arbitrary denials of renewal. We believe thatour franchise renewal prospects generally are favorable.

There has been considerable activity at both the federal and statelevels addressing franchise requirements imposed on newentrants. This activity is primarily directed at facilitating local phonecompanies’ entry into cable services. In December 2006, the FCCadopted new rules designed to ease the franchising process andreduce franchising burdens for new entrants by, among otherthings, limiting the range of financial, construction and othercommitments that franchising authorities can request of newentrants, requiring franchising authorities to act on franchise appli-cations by new entrants within 90 days, and preempting certainlocal “level playing field” franchising requirements. The FCC sub-sequently adopted more modest franchising relief for existing cableoperators. We could be materially disadvantaged if the rules con-tinue to set a different, less burdensome standard for some of ourcompetitors than for ourselves. From time to time, Congress hasalso considered proposals to eliminate or streamline local franchis-ing requirements for local phone companies and other newentrants. We cannot predict whether such legislation will beenacted or what effect it would have on our business.

In addition, approximately half of the states in which we operatehave enacted legislation to provide statewide franchising or tosimplify local franchising requirements for new entrants, thus reliev-ing new entrants of many of the local franchising burdens faced byincumbent operators. Some of these statutes also allow newentrants to operate on more favorable terms than our currentoperations, for instance by not requiring that the applicant provideservice to all parts of the franchise area or permitting the applicantto designate only those portions it wishes to serve. Certain ofthese state statutes allow incumbent cable operators to opt intothe new state franchise where a competing state franchise hasbeen issued for the incumbent’s franchise area. However, even inthose states where incumbent cable operators are allowed to optinto a state franchise, we often are required to retain certain fran-chise obligations that are more burdensome than the newentrant’s state franchise.

Copyright RegulationIn exchange for filing reports and contributing a percentage ofrevenue to a federal copyright royalty pool, cable operators canobtain blanket permission to retransmit copyrighted material con-tained in broadcast signals. The possible modification or


elimination of this copyright license is the subject of ongoing legis-lative and administrative review. In June 2008, the Copyright Officeissued a report to Congress in which it recommended eliminatingthe compulsory copyright license in favor of free market negotia-tions between cable operators and copyright owners. If adopted,this proposal could adversely affect our ability to obtain certainprogramming and substantially increase our programming costs.In May 2008, the Copyright Office rejected a cable industryrequest to clarify that copyright fees associated with the retrans-mission of out-of-market broadcast signals should be limited tosystem customers who actually receive those signals. The Copy-right Office concluded it did not have authority under the governingstatute to adopt that interpretation. There is a risk that the Copy-right Office’s determination on this issue could materially increasethe copyright royalty fees that we and other cable operators pay toretransmit out-of-market broadcast signals. Further, in June 2008,the Copyright Office issued a Notice of Proposed Rulemakingaddressing how the compulsory license will apply to digital broad-cast signals and services. In this notice, the Copyright Officeproposed to require royalty fees from cable operators for carriageof each digital multicast stream of programming from anout-of-market television broadcast station. If adopted, this pro-posal could significantly increase our royalty fees for the carriage ofout-of-market television stations. In addition, we pay standardindustry licensing fees to use music in the programs we create,including our Cable segment’s local advertising and local origi-nation programming, and our Programming segment’s originalprograms. These licensing fees have been the source of litigationwith music performance rights organizations in the past and wecannot predict with certainty whether license fee disputes mayarise in the future.

High-Speed Internet Services

We provide high-speed Internet services by means of our existingcable systems. In 2002, the FCC ruled that this was an interstateinformation service that is not subject to regulation as a tele-communications service under federal law or to state or local utilityregulation. However, our high-speed Internet services are subjectto a number of regulatory obligations, including compliance withthe Communications Assistance for Law Enforcement Act(“CALEA”) requirement that high-speed Internet service providersmust implement certain network capabilities to assist lawenforcement in conducting surveillance of persons suspected ofcriminal activity.

Several parties are advocating that Congress and the FCC adoptso-called “net neutrality” rules that would define certain rights forusers of high-speed Internet services and regulate or restrict sometypes of commercial agreements between service providers andproviders of Internet content. In 2005, the FCC issued what wascharacterized at the time as a nonbinding policy statement identify-ing four principles that will guide its policymaking regarding high-

speed Internet and related services. These principles provide thatconsumers are entitled to: (i) access lawful Internet content of theirchoice; (ii) run applications and services of their choice, subject tothe needs of law enforcement; (iii) connect their choice of legaldevices that do not harm the network; and (iv) enjoy competitionamong network providers, application and service providers, andcontent providers. Some have proposed that Congress and theFCC adopt these principles as formal rules and also impose non-discrimination and disclosure requirements on high-speed Internetservice providers. Congress has rejected similar proposals in thepast, but such proposals may be revisited and possibly broad-ened. Any such rules or statutes could limit our ability to manageour cable systems (including use for other services), obtain valuefor use of our cable systems or respond to competitive conditions.We cannot predict whether “net neutrality” rules or statutes will beadopted.

All networks must be managed to provide high-quality, consistentand safe high-speed Internet services. In August 2008, the FCCfound that we had violated “federal Internet policies” by engagingin certain network management practices intended to addresscongestion on our high-speed Internet network. As a result, wewere ordered to disclose certain information about our networkmanagement practices to the FCC, and to cease the practices atissue by December 31, 2008. We are challenging that decision infederal court. In the interim, we complied with the disclosurerequirements imposed by the FCC. In addition, as of December31, 2008, we stopped using our earlier techniques in favor of anew set of protocol-agnostic network management congestionpractices, and we have so informed the FCC. Continued FCCregulation of our high-speed Internet network management practi-ces could adversely affect our business by impairing our ability tomanage our network efficiently.

A federal program known as the Universal Service program gen-erally requires telecommunications service providers to collect andpay a fee based on their revenue from telecommunications serv-ices (in recent years, roughly 10% of revenue) into a fund used tosubsidize the provision of telecommunications services in high-cost areas and Internet and telecommunications services toschools, libraries and certain health care providers. Congress isconsidering proposals that could result in high-speed Internet serv-ices being subject to Universal Service fees. We cannot predictwhether or how the Universal Service funding system might beextended to cover high-speed Internet services or, if that occurs,how it will affect us.

Congress and federal regulators have adopted a wide range ofmeasures affecting Internet use, including, for example, consumerprivacy, copyright protection, defamation liability, taxation,obscenity and unsolicited commercial e-mail. State and local gov-ernments have also adopted Internet-related regulations.Furthermore, Congress, the FCC and certain state and local gov-ernments are also considering proposals to impose customer


service, quality of service, taxation, child safety, privacy and stan-dard pricing regulations on high-speed Internet service providers. Itis uncertain whether any of these proposals will be adopted. Theadoption of new laws or the application of existing laws to theInternet could have a material adverse effect on our high-speedInternet business.

Phone Services

We currently offer phone services using interconnected VoIP tech-nology. Upon receipt of requested approvals for two remainingservice areas, we will no longer provide circuit-switched phoneservice. The FCC has adopted a number of orders addressingregulatory issues relating to providers of nontraditional voice serv-ices such as ours, including regulations relating to customerproprietary network information, local number portability duties andbenefits, disability access, E911, CALEA, and contributions to thefederal Universal Service Fund, but has not yet ruled on theappropriate classification of the specific type of voice services thatwe provide. The regulatory environment for interconnected VoIPservices therefore remains uncertain at both the federal and statelevel. Until the FCC definitively classifies interconnected VoIP serv-ices for state and federal regulatory purposes, state regulatorycommissions and legislatures may continue to investigate impos-ing regulatory requirements on such services.

We and two other cable operators filed a complaint with the FCCagainst Verizon in 2008 claiming that Verizon had violated a stat-utory carrier proprietary information requirement in processingrequests from us to transfer Verizon customers who had selectedus to be their voice provider. The FCC subsequently upheld thecomplaint, and a federal appellate court rejected Verizon’s appealof the FCC’s order. Verizon could seek additional judicial reviewand, if the order were overturned on further appeal, our ability toincrease our voice services customer base could be adverselyaffected.

The FCC and Congress also are considering how nontraditionalvoice services should interconnect with local phone companies’phone networks. Since the FCC has not determined the appro-priate classification of these services, the precise scope of localphone company interconnection rules applicable to providers ofnontraditional voice services is not entirely clear. As a result, somelocal phone companies may resist interconnecting directly withthese providers. In light of these concerns, providers of these serv-ices typically either secure CLEC authorization or obtaininterconnection to local phone company networks by contractingwith an existing CLEC, whose right, as a telecommunications car-rier, to request and obtain interconnection with local phonecompanies is set forth in the Communications Act. We havearranged for such interconnection rights through our own CLECsand through third party CLECs, however certain parties have chal-

lenged our interconnection rights at the FCC and various statecommissions and these proceedings remain unresolved.

It is uncertain whether and when the FCC or Congress will adoptfurther rules regarding interconnection rights and arrangementsand how such rules would affect our voice services.

Other Areas

The FCC actively regulates other aspects of our Cable segmentand limited aspects of our Programming segment, including themandatory blackout of syndicated, network and sports program-ming; customer service standards; political advertising; indecent orobscene programming; Emergency Alert System requirements foranalog and digital services; closed captioning requirements for thehearing impaired; commercial restrictions on children’s program-ming; origination cablecasting (i.e., programming locally originatedby and under the control of the cable operator); sponsorshipidentification; equal employment opportunity; lottery programming;recordkeeping and public file access requirements; telemarketing;technical standards relating to operation of the cable network; andregulatory fees. We are unable to predict how these regulationsmight be changed in the future and how any such changes mightaffect our Cable and Programming businesses. In addition, whilewe believe that we are in substantial compliance with FCC rules,we are occasionally subject to enforcement actions at the FCC,which can result in our having to pay fines to the agency.

State and Local TaxesSome states and localities have imposed or are consideringimposing new or additional taxes or fees on the services we offer,or imposing adverse methodologies by which taxes or fees arecomputed. These include combined reporting or other changes togeneral business taxes, central assessments for property tax, andtaxes and fees on video and voice services. We and other cableindustry members are challenging certain of these taxes throughadministrative and court proceedings. In addition, in some sit-uations our DBS competitors do not face similar state tax and feeburdens. Congress has also considered, and may consider again,proposals to bar states from imposing taxes on DBS providersthat are equivalent to the taxes or fees that we pay.

Privacy and Security RegulationThe Communications Act generally restricts the nonconsensualcollection and disclosure to third parties of cable customers’ per-sonally identifiable information by cable operators. Thereare exceptions that permit the collection and disclosure of thisinformation for rendering service, conducting legitimate businessactivities related to the service, and responding to legal requests.The Telecommunications Act of 1996 provides additional privacyprotections for customer proprietary network information, com-monly known as CPNI, related to our digital phone services.


A handful of states and the District of Columbia haveenacted privacy laws that apply to cable services.

We are also subject to state and federal rules and laws regardinginformation security. Most of these rules and laws apply tocustomer information that could be used to commit identity theft.Forty-five states and the District of Columbia have enacted securitybreach notification laws. These laws generally require that a busi-ness give notice to its customers whose financial accountinformation has been disclosed because of a security breach. TheFederal Trade Commission (“FTC”) is applying the “red flag rules”in the Fair and Accurate Credit Transactions Act of 2003 to bothfinancial institutions and creditors. Because we permit customersto pay us for services usually 30 days after they receive them, weare considered a creditor according to the FTC’s interpretation ofthe rules. We intend to comply with these rules, which becomeeffective for us on May 1, 2009, by using an identity theft pre-vention program to identify, detect and respond to patterns,practices or specific activities that could indicate identity theft.

We are also subject to state and federal “do not call” laws regard-ing telemarketing and state and federal laws regarding unsolicitedcommercial e-mails. Additional and more restrictive requirementsmay be imposed if and to the extent that state or local authoritiesestablish their own privacy or security standards or if Congressenacts new privacy or security legislation.

Employees

As of December 31, 2008, we employed approximately 100,000employees, including part-time employees. Of these employees,approximately 89,000 were associated with our Cable businessand the remainder were associated with our Programming andother businesses. Approximately 6,000 of our employees(including part-time employees) are covered by collective bargain-ing agreements or have organized but are not covered bycollective bargaining agreements. We believe we have good rela-tionships with our employees.

Caution Concerning Forward-LookingStatements

The SEC encourages companies to disclose forward-lookinginformation so that investors can better understand a company’sfuture prospects and make informed investment decisions. In thisAnnual Report on Form 10-K, we state our beliefs of future eventsand of our future financial performance. In some cases, you canidentify these so-called “forward-looking statements” by wordssuch as “may,” “will,” “should,” “expects,” “believes,” “estimates,”

“potential,” or “continue,” or the negative of these words, andother comparable words. You should be aware that those state-ments are only our predictions. In evaluating those statements,you should specifically consider various factors, including the risksand uncertainties listed in “Risk Factors” under Item 1A and inother reports we file with the SEC. Actual events or our actualresults may differ materially from any of our forward-lookingstatements.

Additionally, we operate in a highly competitive, consumer-drivenand rapidly changing environment. The environment is affected bygovernment regulation; economic, strategic, political and socialconditions; consumer response to new and existing products andservices; technological developments; and, particularly in view ofnew technologies, the ability to develop and protect intellectualproperty rights. Our actual results could differ materially frommanagement’s expectations because of changes in such factors.Other factors and risks could adversely affect our operations,business or financial results of our businesses in the future andcould also cause actual results to differ materially from those con-tained in the forward-looking statements. We undertake noobligation to update any forward-looking statements.

Item 1A: Risk Factors

All of the services offered by our cable systems face a widerange of competition that could adversely affect our futureresults of operations.We operate in an intensely competitive industry. Our cable sys-tems compete with a number of different sources that providenews, information and entertainment programming to consumers.We compete directly with other programming distributors, includ-ing DBS companies, phone companies, companies that buildcompeting cable systems in the same communities we serve andcompanies that offer programming and other communicationsservices to our customers and potential customers, including high-speed Internet and voice service providers. Our business andresults of operations could be adversely affected if we do notcompete effectively.

We may face increased competition because of techno-logical advances and new regulatory requirements, whichcould adversely affect our future results of operations.In addition to marketing DBS services in certain areas, local phonecompanies have built and are continuing to build wireline, fiber-optic-based networks and, in some cases, are using IP technologyto provide video services in substantial portions of their serviceareas. Local phone companies and various other companies alsooffer DSL and other Internet services. We expect other advancesin communications technology, as well as changes in the market-place, to occur in the future. If we choose technology that is not as


effective, cost-efficient or attractive to customers as that employedby our competitors, our business and results of operations couldbe adversely affected.

Further, new technologies and services have been developed,such as video streaming over the Internet, and may continue to bedeveloped that compete with services that our cable systemsoffer, and such services may not be regulated in the same manneror to the same extent as our services. The success of theseongoing and future developments could have an adverse effect onour business and results of operations. Moreover, in recent years,Congress and various states have enacted legislation and the FCChas adopted regulatory policies that have had the effect of provid-ing a more favorable operating environment for some of ourexisting and potential new competitors.

Programming expenses are increasing, which couldadversely affect our future results of operations.We expect our programming expenses to continue to be our larg-est single expense item in the foreseeable future. The MVPDindustry has continued to experience an increase in the cost ofprogramming, especially sports programming. In addition, as weadd programming to our video services or distribute existing pro-gramming to more of our customers, we face increasedprogramming expenses. If we are unable to raise our customers’rates or offset such programming cost increases through the saleof additional services, the increasing cost of programming couldhave an adverse impact on our results of operations.

We also expect to be subject to increasing demands, includingdemands for cash payments and other concessions, by broad-casters in exchange for their required consent for theretransmission of broadcast programming to our customers. Wecannot predict the magnitude of these demands or the effect onour business and operations should we concede to certain ofthese demands or fail to obtain the required consents.

We are subject to regulation by federal, state and localgovernments, which may impose additional costs andrestrictions.Federal, state and local governments extensively regulate the videoservices industry and may increase the regulation of the Internetservice and digital phone service industries. We expect that legis-lative enactments, court actions and regulatory proceedings willcontinue to clarify and in some cases adversely affect the rightsand obligations of cable operators and other entities under theCommunications Act and other laws. Congress considers newlegislative requirements potentially affecting our businesses virtuallyevery year. The results of these legislative, judicial and admin-istrative actions may materially affect our business operations.

In addition, local authorities grant us franchises that permit us tooperate our cable systems. We have to renew or renegotiate these

franchises from time to time. Local franchising authorities oftendemand concessions or other commitments as a condition ofrenewal or transfer, and these concessions or other commitmentscould be costly to us. In addition, we could be materially dis-advantaged if we remain subject to legal constraints that do notapply equally to our competitors, such as if local phone companiesthat provide video programming services are not subject to thelocal franchising requirements and other requirements that applyto us. For example, the FCC has adopted rules and several stateshave enacted legislation to ease the franchising process andreduce franchising burdens for new entrants. See “Legislation andRegulation” in Item 1 and refer to the “Franchising” discussionwithin that section.

We also face other risks related to federal, state and local regu-lations. For example, Congress and the FCC are also consideringvarious forms of “net neutrality” regulation. See “Legislation andRegulation” in Item 1 and refer to the “High-Speed Internet Serv-ices” discussion within that section. For a more detailed discussionof the risks associated with our regulation by federal, state andlocal governments, see “Legislation and Regulation” in Item 1.

Weakening economic conditions may have a negativeimpact on our results of operations and financial condition.During 2008, the global financial markets were in turmoil, and theequity and credit markets experienced extreme volatility, whichcaused already weak economic conditions to worsen. A sub-stantial portion of our revenue comes from residential customerswhose spending patterns may be affected by prevailing economicconditions. To the extent these conditions continue, customersmay reduce the advanced or premium services to which theysubscribe, or may discontinue subscribing to one or more of ourcable services. This risk may be worsened by the expanded avail-ability of free or lower cost competitive services, such as videostreaming over the Internet, or substitute services, such as wire-less phones. The weakening economy affected our net customeradditions during 2008 and also had a negative impact on theadvertising revenue of our Cable segment. If these economic con-ditions continue to deteriorate, the growth of our business andresults of operations may be adversely affected.

Further, because of the turmoil in the global financial markets,some financial and other institutions have experienced, and con-tinue to experience, significant financial distress. Although we haveattempted to be prudent in our investment strategy, it is notpossible to predict how the financial market turmoil and thedeteriorating economic conditions may affect our financial position.Additional financial institution failures could reduce amounts avail-able under committed credit facilities, could cause losses to theextent cash amounts or the value of securities exceed governmentdeposit insurance limits and could restrict our access to the publicequity and debt markets.


We rely on network and information systems and othertechnology, and a disruption or failure of such networks,systems or technology may disrupt our business.Network and information systems and other technologies are criticalto our business activities. Network and information systems-relatedevents, such as computer hackings, computer viruses, worms orother destructive or disruptive software, process breakdowns, denialof service attacks, malicious social engineering or other maliciousactivities, or any combination of the foregoing, or power outages,natural disasters, terrorist attacks or other similar events, could resultin a degradation or disruption of our cable services, excessive callvolume to call centers or damage to our equipment and data. Thesenetwork and information systems-related events also could result inlarge expenditures to repair or replace the damaged networks orinformation systems or to protect them from similar events in thefuture. Further, any security breaches, such as misappropriation,misuse, leakage, falsification or accidental release or loss ofinformation maintained in our information technology systems andnetworks, including customer, personnel and vendor data, coulddamage our reputation and require us to expend significant capitaland other resources to remedy any such security breach. Theoccurrence of any such network or information system-relatedevents or security breaches could have a material adverse effect onour business and results of operations.

We may be unable to obtain necessary hardware, softwareand operational support.We depend on third party vendors to supply us with a significantamount of the hardware, software and operational support neces-sary to provide certain of our services. Moreover, some of thesevendors represent our primary source of supply or grant us theright to incorporate their intellectual property into some of ourhardware and software products. While we actively monitor theoperations and financial condition of key vendors in an attempt todetect any potential difficulties, there can be no assurance that wewould timely identify any operating or financial difficulties asso-ciated with these vendors or that we could effectively mitigate ourrisks with respect to any such difficulties. If any of these vendorsexperience operating or financial difficulties or if demand exceedstheir capacity or they cannot otherwise meet our specifications,our ability to provide some services may be materially adverselyaffected, in which case, our business, results of operation andfinancial position may be adversely affected.

Our business depends on certain intellectual property rightsand on not infringing the intellectual property rights ofothers.We rely on our patents, copyrights, trademarks and trade secrets,as well as licenses and other agreements with our vendors andother parties, to use our technologies, conduct our operations andsell our products and services. Legal challenges to our intellectualproperty rights and claims of intellectual property infringement bythird parties could require that we enter into royalty or licensingagreements on unfavorable terms, incur substantial monetary

liability or be enjoined preliminarily or permanently from further useof the intellectual property in question or from the continuation ofour businesses as currently conducted, which could require us tochange our business practices or limit our ability to compete effec-tively or could have an adverse effect on our results of operations.Even if we believe any such claims are without merit, they can betime-consuming and costly to defend and divert management’sattention and resources away from our business. Moreover,because of the rapid pace of technological change, we rely ontechnologies developed or licensed by third parties, and if we areunable to obtain or continue to obtain licenses from these thirdparties on reasonable terms, our business and results of oper-ations could be adversely affected.

We face risks arising from the outcome of various litigationmatters.We are subject to various legal proceedings and claims, includingthose described under the caption “Legal Proceedings” in Item 3and those arising in the ordinary course of business, includingregulatory and administrative proceedings, claims and audits.While we do not expect the final disposition of any of these liti-gation matters will have a material effect on our consolidatedfinancial position, an adverse outcome in one or more of thesematters could be material to our consolidated results of operationsand cash flows for any one period, and any litigation resulting fromany such legal proceedings could be time consuming, costly andinjure our reputation. Further, no assurance can be given that anyadverse outcome would not be material to our financial position.

Acquisitions and other strategic transactions present manyrisks, and we may not realize the financial and strategicgoals that were contemplated at the time of any trans-action.From time to time we make acquisitions and investments andenter into other strategic transactions. In connection with acquis-itions and other strategic transactions, we may incur unanticipatedexpenses; fail to realize anticipated benefits; have difficultyincorporating the acquired businesses; disrupt relationships withcurrent and new employees, customers and vendors; incur sig-nificant indebtedness; or have to delay or not proceed withannounced transactions. These factors could have a materialadverse effect on our business, results of operations, cash flowsand financial position.

Our Class B common stock has substantial voting rightsand separate approval rights over several potentiallymaterial transactions, and our Chairman and CEO has con-siderable influence over our operations through hisbeneficial ownership of our Class B common stock.Our Class B common stock has a nondilutable 331⁄3% of thecombined voting power of our common stock. This nondilutablevoting power is subject to proportional decrease to the extent thenumber of shares of Class B common stock is reduced below9,444,375, which was the number of shares of Class B common


stock outstanding on the date of our 2002 acquisition of AT&TCorp.’s cable business, subject to adjustment in specified sit-uations. Stock dividends payable on the Class B common stock inthe form of Class B or Class A Special common stock do notdecrease the nondilutable voting power of the Class B commonstock. The Class B common stock also has separate approvalrights over several potentially material transactions, even if they areapproved by our Board of Directors or by our other stockholdersand even if they might be in the best interests of our other stock-holders. These potentially material transactions include: mergers orconsolidations involving Comcast Corporation, transactions (suchas a sale of all or substantially all of our assets) or issuances ofsecurities that require shareholder approval, transactionsthat result in any person or group owning shares representingmore than 10% of the combined voting power of the resulting orsurviving corporation, issuances of Class B common stock orsecurities exercisable or convertible into Class B common stock,and amendments to our articles of incorporation or by-laws thatwould limit the rights of holders of our Class B common stock.

Brian L. Roberts beneficially owns all of the outstanding shares ofour Class B common stock and, accordingly, has considerableinfluence over our operations and the ability (subject to certainrestrictions through November 17, 2012) to transfer poten-tial effective control by selling the Class B common stock. Inaddition, under our articles of incorporation, Mr. Roberts is entitledto remain as our Chairman, Chief Executive Officer and Presidentuntil May 26, 2010, unless he is removed by the affirmative vote ofat least 75% of the entire Board of Directors or he is no longer will-ing or able to serve.

Item 1B: Unresolved Staff Comments

None.

Item 2: Properties

We believe that substantially all of our physical assets are in goodoperating condition.

Cable

Our principal physical assets consist of operating plant and equip-ment, including signal receiving, encoding and decoding devices;headends and distribution systems; and equipment at or near ourcustomers’ homes. The signal receiving apparatus typicallyincludes a tower, antenna, ancillary electronic equipment and earthstations for reception of satellite signals. Headends consist of elec-tronic equipment necessary for the reception, amplification and

modulation of signals and are located near the receiving devices.Our distribution system consists primarily of coaxial and fiber-opticcables, lasers, routers, switches and related electronic equipment.Our cable plants and related equipment generally are connected toutility poles under pole rental agreements with local public utilities,although in some areas the distribution cable is buried in under-ground ducts or trenches. Customer premises equipment (“CPE”)consists primarily of set-top boxes and cable modems. The phys-ical components of cable systems require periodic maintenanceand replacement.

Our signal reception sites, primarily antenna towers and headends,and microwave facilities, are located on owned and leased parcelsof land, and we own or lease space on the towers on which cer-tain of our equipment is located. We own most of our servicevehicles.

Our high-speed Internet network consists of fiber-optic cablesowned by us and related equipment. We also operate regionaldata centers with equipment that is used to provide services (suchas e-mail, news and web services) to our high-speed Internetcustomers and digital phone service customers. In addition, wemaintain a network operations center with equipment necessary tomonitor and manage the status of our high-speed Internet net-work.

Throughout the country we own buildings that contain call centers,service centers, warehouses and administrative space. We alsoown a building that houses our media center. The media centercontains equipment that we own or lease, including equipmentrelated to network origination, global transmission via satellite andterrestrial fiber-optics, a broadcast studio, mobile and post-production services, interactive television services and streamingdistribution services.

Programming

Television studios and business offices are the principal physicalassets of our Programming operations. We own or lease the tele-vision studios and business offices of our Programmingoperations.

Other

Two large, multipurpose arenas that we own are the principalphysical assets of our other operations.

As of December 31, 2008, we leased locations for our corporateoffices in Philadelphia, Pennsylvania as well as numerous businessoffices, warehouses and properties housing divisional informationtechnology operations throughout the country.


Item 3: Legal Proceedings

Antitrust Cases

We are defendants in two purported class actions originally filed inDecember 2003 in the United States District Courts for the Districtof Massachusetts and the Eastern District of Pennsylvania. Thepotential class in the Massachusetts case is our subscriber base inthe “Boston Cluster” area, and the potential class in thePennsylvania case is our subscriber base in the “Philadelphia andChicago Clusters,” as those terms are defined in the complaints. Ineach case, the plaintiffs allege that certain subscriber exchangetransactions with other cable providers resulted in unlawfulhorizontal market restraints in those areas and seek damagesunder antitrust statutes, including treble damages.

Our motion to dismiss the Pennsylvania case on the pleadings wasdenied in December 2006 and classes of Philadelphia Cluster andChicago Cluster subscribers were certified in May 2007 andOctober 2007, respectively. Our motion to dismiss the Massachu-setts case, which was transferred to the Eastern District ofPennsylvania in December 2006, was denied in July 2007. We areproceeding with discovery on plaintiffs’ claims concerning thePhiladelphia Cluster. Plaintiffs’ claims concerning the other twoclusters are stayed pending determination of the PhiladelphiaCluster claims.

In addition, we are among the defendants in a purported classaction filed in the United States District Court for the Central Dis-trict of California (“Central District”) in September 2007. Theplaintiffs allege that the defendants who produce video program-ming have entered into agreements with the defendants whodistribute video programming via cable and satellite (including us,among others), which preclude the distributors from resellingchannels to subscribers on an “unbundled” basis in violation offederal antitrust laws. The plaintiffs seek treble damages for theloss of their ability to pick and choose the specific “bundled”channels to which they wish to subscribe, and injunctive reliefrequiring each distributor defendant to resell certain channels to itssubscribers on an “unbundled” basis. The potential class is com-prised of all persons residing in the United States who havesubscribed to an expanded basic level of video service providedby one of the distributor defendants. We and the other defendantsfiled motions to dismiss an amended complaint in April 2008. InJune 2008, the Central District denied the motions to dismiss. InJuly 2008, we and the other defendants filed motions to certifycertain issues decided in the Central District’s June 2008 order forinterlocutory appeal to the Ninth Circuit Court of Appeals. OnAugust 8, 2008, the Central District denied the certificationmotions. In January 2009, the Central District approved a stip-ulation between the parties dismissing the action as to one of thetwo plaintiffs identified in the amended complaint as a Comcastsubscriber. Discovery relevant to plaintiffs’ anticipated motion for

class certification is currently proceeding, with plaintiffs scheduledto file their class certification motion in April 2009.

Securities and Related Litigation

We and several of our current and former officers were named asdefendants in a purported class action lawsuit filed in the UnitedStates District Court for the Eastern District of Pennsylvania(“Eastern District”) in January 2008. We filed a motion to dismissthe case in February 2008. The plaintiff did not respond, butinstead sought leave to amend the complaint, which the courtgranted. The plaintiff filed an amended complaint in May 2008naming only us and two current officers as defendants. Thealleged class was comprised of purchasers of our publicly issuedsecurities between February 1, 2007 and December 4, 2007. Theplaintiff asserted that during the alleged class period, the defend-ants violated federal securities laws through alleged materialmisstatements and omissions relating to forecast results for 2007.The plaintiff sought unspecified damages. In June 2008, we filed amotion to dismiss the amended complaint. In an order datedAugust 25, 2008, the Court granted our motion to dismiss anddenied the plaintiff permission to amend the complaint again. Theplaintiff has not timely appealed the Court’s decision, so the dis-missal of this case is final.

We and several of our current officers have been named as defend-ants in a separate purported class action lawsuit filed in theEastern District in February 2008. The alleged class comprisesparticipants in our retirement-investment (401(k)) plan that investedin the plan’s company stock account. The plaintiff asserts that thedefendants breached their fiduciary duties in managing the plan.The plaintiff seeks unspecified damages. The plaintiff filed anamended complaint in June 2008, and in July 2008 we filed amotion to dismiss the amended complaint. On October 29, 2008,the Court granted in part and denied in part that motion. The Courtdismissed a claim alleging that defendants failed to provide com-plete and accurate disclosures concerning the plan, but did notdismiss claims alleging that plan assets were imprudently investedin company stock. We filed an answer to the amended complainton December 11, 2008, and discovery is proceeding in the action.

Patent Litigation

We are a defendant in several unrelated lawsuits claiming infringe-ment of various patents relating to various aspects of ourbusinesses. In certain of these cases other industry participantsare also defendants, and also in certain of these cases we expectthat any potential liability would be in part or in whole theresponsibility of our equipment vendors under applicable con-tractual indemnification provisions.

* * *


We believe the claims in each of the actions described above inthis item are without merit and intend to defend the actions vigo-rously. Although we cannot predict the outcome of any of theactions described above or how the final resolution of any suchactions would impact our results of operations or cash flows forany one period or our consolidated financial condition, the finaldisposition of any of the above actions is not expected to have amaterial adverse effect on our consolidated financial position, butcould possibly be material to our consolidated results of oper-ations or cash flows for any one period.

Other

We are subject to other legal proceedings and claims that arise inthe ordinary course of our business. While the amount of ultimateliability with respect to such actions is not expected to materiallyaffect our financial position, results of operations or cash flows,any litigation resulting from any such legal proceedings or claimscould be time consuming, costly and injure our reputation.

Item 4: Submission of Matters to a Voteof Security HoldersNot applicable.


Part II

Item 5: Market for the Registrant’sCommon Equity, Related StockholderMatters and Issuer Purchases of EquitySecurities

Our Class A common stock is listed on the Nasdaq Global SelectMarket under the symbol CMCSA and our Class A Special com-mon stock is listed on the Nasdaq Global Select Market under thesymbol CMCSK. There is no established public trading market forour Class B common stock. Our Class B common stock can beconverted, on a share for share basis, into Class A or Class ASpecial common stock.

In February, May, August and December 2008, our Board of Direc-tors approved quarterly dividends of $0.0625 per share.

Holders of our Class A common stock in the aggregate hold662⁄3% of the voting power of our capital stock. The number of

votes that each share of our Class A common stock has at anygiven time depends on the number of shares of Class A commonstock and Class B common stock then outstanding. Holders ofshares of our Class A Special common stock cannot vote in theelection of directors or otherwise, except where class voting isrequired by law. In that case, shares of our Class A Specialcommon stock have the same number of votes per share asshares of Class A common stock. Our Class B common stock hasa 331⁄3% nondilutable voting interest, and each share of Class Bcommon stock has 15 votes per share. Mr. Brian L. Roberts bene-ficially owns all outstanding shares of our Class B common stock.Generally, including as to the election of directors, holders ofClass A common stock and Class B common stock vote as oneclass except where class voting is required by law.

As of December 31, 2008, there were 798,947 record holders ofour Class A common stock, 2,127 record holders of our Class ASpecial common stock and three record holders of our Class BCommon Stock.

The table below summarizes our repurchases under our Board-authorized share repurchase program during 2008.

Period

Total Numberof Shares

PurchasedAverage Price

per Share

Total Numberof Shares

Purchased asPart of Publicly

AnnouncedProgram

Total DollarsPurchased Under

the Program

Maximum DollarValue of Shares that

May Yet BePurchased Under

the Program(a)

First Quarter 2008 53,240,452 $ 18.83 53,108,431 $ 1,000,000,000 $ 5,906,133,015Second Quarter 2008 48,719,970 $ 20.79 48,123,097 $ 1,000,086,833 $ 4,906,046,182Third Quarter 2008 39,678,437 $ 20.16 39,678,437 $ 800,001,409 $ 4,106,044,773Fourth Quarter 2008 — $ — — $ — $ 4,106,044,773

Total 2008 141,638,859 $ 19.87 140,909,965 $ 2,800,088,242 $ 4,106,044,773

(a) In 2007, the Board of Directors authorized a $7 billion addition to the existing share repurchase program. Under the authorization, we may repurchase shares in the openmarket or in private transactions subject to market conditions. As of December 31, 2008, we had approximately $4.1 billion of availability remaining under our share repurchaseauthorization. We have previously indicated our plan to fully use our remaining share repurchase authorization by the end of 2009, subject to market conditions. However, it isunlikely that we will complete our share repurchase authorization by the end of 2009 as previously planned.

The total number of shares purchased during 2008 includes 728,894 shares received in the administration of employee share-basedcompensation plans.


Common Stock Sales Price Table

The following table sets forth, for the indicated periods, the highand low sales prices of our Class A and Class A Special commonstock.

Class A Class A Special

High Low High Low

2008First Quarter $ 20.70 $ 16.11 $ 20.45 $ 15.95Second Quarter $ 22.86 $ 18.48 $ 22.52 $ 18.28Third Quarter $ 22.54 $ 17.88 $ 22.37 $ 17.76Fourth Quarter $ 19.62 $ 12.50 $ 19.64 $ 12.102007First Quarter $ 30.18 $ 24.73 $ 29.64 $ 24.54Second Quarter $ 28.84 $ 25.60 $ 28.43 $ 25.24Third Quarter $ 29.41 $ 23.08 $ 29.19 $ 22.85Fourth Quarter $ 24.45 $ 17.37 $ 24.19 $ 17.31

Stock Performance Graph

The following graph compares the yearly percentage change in thecumulative total shareholder return on our Class A common stockand Class A Special common stock during the five years endedDecember 31, 2008 with the cumulative total return on the Stan-dard & Poor’s 500 Stock Index and with a selected peer groupconsisting of us and other companies engaged in the cable,communications and media industries. This peer group consists ofCablevision Systems Corporation (Class A), DISH Network Corpo-ration, DirecTV Inc., Time Warner Cable Inc. and Time Warner Inc.The graph assumes $100 was invested on December 31, 2003 inour Class A common stock and Class A Special common stockand in each of the following indices and assumes the reinvestmentof dividends.

Comparison of 5 Year Cumulative Total Return

12/05$0

$80

$60

$40

$20

$100

$120

$140

$160

12/0812/0712/0612/0412/03

• Comcast Corporation Class A

• Comcast Corporation Class A Special

• S&P 500

• Peer Group

(in dollars) 2004 2005 2006 2007 2008

Comcast Class A 101 79 129 84 78Comcast Class A Special 105 82 134 87 78S&P 500 Stock Index 111 116 135 142 90Peer Group Index 105 89 131 98 76


Item 6: Selected Financial Data

Year ended December 31 (in millions, except per share data) 2008 2007 2006 2005 2004

Statement of Operations DataRevenue $ 34,256 $ 30,895 $ 24,966 $ 21,075 $ 19,221Operating income 6,732 5,578 4,619 3,521 2,829Income from continuing operations 2,547 2,587 2,235 828 928Discontinued operations(a) — — 298 100 42Net income 2,547 2,587 2,533 928 970Basic earnings per common share

Income from continuing operations $ 0.87 $ 0.84 $ 0.71 $ 0.25 $ 0.28Discontinued operations(a) — — 0.09 0.03 0.01

Net income $ 0.87 $ 0.84 $ 0.80 $ 0.28 $ 0.29

Diluted earnings per common shareIncome from continuing operations $ 0.86 $ 0.83 $ 0.70 $ 0.25 $ 0.28Discontinued operations(a) — — 0.09 0.03 0.01

Net income $ 0.86 $ 0.83 $ 0.79 $ 0.28 $ 0.29

Dividends declared per common share $ 0.25 $ — $ — $ — $ —

Balance Sheet Data (at year end)Total assets $ 113,017 $ 113,417 $ 110,405 $ 103,400 $ 105,035Long-term debt 30,178 29,828 27,992 21,682 20,093Stockholders’ equity 40,450 41,340 41,167 40,219 41,422Statement of Cash Flows DataNet cash provided by (used in):

Operating activities $ 10,231 $ 8,189 $ 6,618 $ 4,835 $ 5,402Financing activities (2,522) (316) 3,546 (933) (2,516)Investing activities (7,477) (8,149) (9,872) (3,748) (3,832)

(a) In July 2006, in connection with the transactions with Adelphia and Time Warner, we transferred our previously owned cable systems located in Los Angeles, Cleveland andDallas to Time Warner Cable. These cable systems are presented as discontinued operations for the years ended on or before December 31, 2006 (see Item 8, Note 5 to ourconsolidated financial statements).


Item 7: Management’s Discussion andAnalysis of Financial Condition and Resultsof Operations

Introduction and Overview

We are the nation’s leading provider of cable services, offeringa variety of entertainment, information and communicationsservices to residential and commercial customers. As ofDecember 31, 2008, our cable systems served approximately24.2 million video customers, 14.9 million high-speed Internetcustomers and 6.5 million phone customers and passed over50.6 million homes in 39 states and the District of Columbia. Wereport the results of these operations as our Cable segment, whichgenerates approximately 95% of our consolidated revenue. OurCable segment also includes the operations of our regional sportsnetworks. Our other reportable segment, Programming, consistsprimarily of our national programming networks. During 2008, ouroperations generated consolidated revenue of approximately$34.3 billion.

Our Cable segment generates revenue primarily through sub-scriptions to our video, high-speed Internet and phone services(“cable services”). We market our cable services individually and inpackages, to residential customers and to small and medium-sized businesses. Our video services range from a limited analogservice to a full digital service with access to hundreds of channels,including premium and pay-per-view channels; On Demand; musicchannels; and an interactive, on-screen program guide. Digitalvideo customers may also subscribe to advanced digital videoservices, including digital video recorder (“DVR”) and high-definition television (“HDTV”). As of December 31, 2008,approximately 48% of the homes in the areas we serve subscribedto our video service and approximately 70% of those videocustomers subscribed to at least one of our digital video services.Our high-speed Internet services provide Internet access at down-stream speeds of up to 24 Mbps, depending on the serviceselected, and up to 50 Mbps with the introduction of DOCSIS 3.0technology, also referred to as Wideband, based on geographicmarket availability. As of December 31, 2008, approximately 30%of the homes in the areas we serve subscribed to our high-speedInternet services. Our digital phone services provide local andlong-distance calling and other features. As of December 31,2008, approximately 14% of the homes in the areas we servesubscribed to our digital phone services. In addition to cable serv-ices, other Cable segment revenue sources include advertisingand the operation of our regional sports networks.

Our Programming segment consists primarily of our consolidatednational programming networks, including E!, Golf Channel,VERSUS, G4 and Style. Revenue from our Programming segmentis generated primarily from the sale of advertising, from monthly

per subscriber license fees paid by multichannel video providersand from licensing our programming internationally.

Our other business interests include Comcast Interactive Mediaand Comcast Spectacor. Comcast Interactive Media develops andoperates Comcast’s Internet businesses, including Comcast.net,Fancast, thePlatform, Fandango, Plaxo and DailyCandy. Revenuefrom Comcast Interactive Media is generated primarily from thesale of advertising. Comcast Spectacor owns two professionalsports teams, and two large, multipurpose arenas in Philadelphia,and manages other facilities for sporting events, concerts andother events. Comcast Interactive Media, Comcast Spectacor andall other consolidated businesses not included in our Cable orProgramming segments are included in “Corporate and Other”activities.

We operate our businesses in an intensely competitive environ-ment. Competition for the cable services we offer consistsprimarily of direct broadcast satellite (“DBS”) operators and phonecompanies. In 2008, our competitors continued to add featuresand adopt aggressive pricing and packaging for services that arecomparable to the services we offer and the local phone compa-nies have continued to expand their service areas. A substantialportion of our revenue comes from residential customers whosespending patterns may be affected by prevailing economic con-ditions. Intensifying competition and a weakening economyaffected our net customer additions in 2008 and may, if theseconditions continue, adversely impact our results of operations inthe future.

2008 Developments• growth in consolidated revenue of 10.9% to approximately

$34.3 billion and an increase in consolidated operating incomeof 20.7% to approximately $6.7 billion

• growth in Cable segment revenue of 10.7% to approximately$32.4 billion and an increase in operating income beforedepreciation and amortization of 10.5% to approximately $13.2billion

• the addition of approximately 1.5 million digital video customers,approximately 1.3 million high-speed Internet customers,approximately 2.0 million digital phone customers and adecrease of approximately 575,000 video customers (excludingin each case customers obtained through acquisitions)

• a reduction in Cable segment capital expenditures of 7.5% toapproximately $5.5 billion

• the transition of more of our programming to digital transmissionrather than analog transmission in order to recapture bandwidththat will allow us to expand our service offerings


• the initial deployment of DOCSIS 3.0 high-speed Internettechnology, also referred to as Wideband

• the acquisition of cable systems serving Illinois and Indiana(approximately 696,000 video customers), as a result of thedissolution of Insight Midwest, L.P. (the “Insight transaction”), inJanuary 2008

• an investment as part of an investor group in a new entitynamed Clearwire that is focusing on the deployment of anationwide 4G wireless network using its significant wirelessspectrum holdings and was formed through the combination ofthe 4G wireless broadband businesses of Clearwire’s legalpredecessor and Sprint Nextel (“Sprint”); through relatedagreements entered into in connection with our invest-

ment, we will be able to offer wireless services utilizing Clear-wire’s 4G and certain of Sprint‘s existing wireless networks

• the completion of various transactions, including the acquisitionof Internet-related businesses, which include Plaxo and Daily-Candy, and the purchase of an additional ownership interest inComcast SportsNet Bay Area

• the repurchase of approximately 141 million shares of ourClass A common stock and Class A Special common stock forapproximately $2.8 billion under our share repurchase author-ization

• the initiation a quarterly dividend of $0.0625 per share in Febru-ary 2008; we declared dividends of approximately $727 millionin 2008, of which $547 million were paid during 2008

The Areas We ServeThe map below highlights our 40 major markets with emphasis on our operations in the top 25 U.S. TV markets.

Top 25 U.S. TV Markets

Top 40 Comcast Markets(>100,000 customers)

(>200,000 customers)

States in footprint

States not in footprint West Palm Beach

Nashville

Hartford

Grand Rapids

Salt LakeCity

Houston

Atlanta

Baltimore

Washington, D.C.

Philadelphia

New York

Boston

Pittsburgh

Detroit

Miami

OrlandoTampa

Indianapolis

Chicago

Minneapolis /St. Paul

Denver

Seattle

Portland

Sacramento

San Francisco

Jacksonville

Ft. Myers

Richmond Memphis

Fresno

Albuquerque Knoxville

Chattanooga

Colorado Springs

Harrisburg Providence-New BedfordWilkes

Barre

Springfield

ChampaignPeoria


Consolidated Operating Results

The comparability of our results of operations and customer data is impacted by the effects of cable system acquisitions we made in2008, 2007 and 2006 resulting from the Insight transaction, the Houston transaction, the acquisition of Patriot Media, the Adelphia andTime Warner transactions and the acquisition of Susquehanna Communications, which we collectively refer to as the “newly acquiredcable systems” (see Note 5 to our consolidated financial statements). As a result of transferring our previously owned cable systemslocated in Los Angeles, Cleveland and Dallas (the “Comcast exchange systems”) as part of the Adelphia and Time Warner transactions inJuly 2006, the operating results of the Comcast exchange systems are reported as discontinued operations for 2006.

Year ended December 31 (in millions) 2008 2007 2006% Change

2007 to 2008% Change

2006 to 2007

Revenue $ 34,256 $ 30,895 $ 24,966 10.9% 23.7%Costs and expenses:Operating, selling, general and administrative

(excluding depreciation and amortization) 21,124 19,109 15,524 10.5 23.1Depreciation 5,457 5,107 3,828 6.9 33.4Amortization 943 1,101 995 (14.3) 10.6

Operating income 6,732 5,578 4,619 20.7 20.8Other income (expense) items, net (2,674) (1,229) (1,025) 117.4 20.0

Income from continuing operations before incometaxes and minority interest 4,058 4,349 3,594 (6.7) 21.0

Income tax expense (1,533) (1,800) (1,347) (14.8) 33.6

Income from continuing operations before minority interest 2,525 2,549 2,247 (0.9) 13.4Minority interest 22 38 (12) (43.9) n/m

Income from continuing operations 2,547 2,587 2,235 (1.6) 15.8Discontinued operations, net of tax — — 298 n/m n/m

Net income $ 2,547 $ 2,587 $ 2,533 (1.6)% 2.1%

All percentages are calculated based on actual amounts. Minor differences may exist due to rounding.

Consolidated RevenueOur Cable and Programming segments accounted for substantiallyall of the increases in consolidated revenue for 2008 and 2007.Additional increases of approximately $129 million and approx-imately $103 million in 2008 and 2007, respectively, related to ourother business activities, primarily growth in Comcast InteractiveMedia and revenue generated in 2008 by Comcast Spectacor’sprofessional sports teams. Cable segment revenue andProgramming segment revenue are discussed separately in“Segment Operating Results.”

Consolidated Operating, Selling, General and AdministrativeExpensesOur Cable and Programming segments accounted for substantiallyall of the increases in consolidated operating, selling, general andadministrative expenses for 2008 and 2007. Additional increasesof approximately $103 million and approximately $210 million in2008 and 2007, respectively, related to our other business activ-ities, including the continued expansion of our Comcast InteractiveMedia business, Comcast Spectacor and litigation expenseincurred in 2007. Cable segment and Programming segmentoperating, selling, general and administrative expenses are dis-cussed separately in “Segment Operating Results.”

Consolidated Depreciation and AmortizationThe increases in depreciation expense for 2008 and 2007 wereprimarily a result of an increase in property and equipment asso-ciated with capital spending in recent years, which resulted inincreased depreciation of approximately $210 million and $700million, respectively, and the newly acquired cable systems, whichresulted in increased depreciation of approximately $138 millionand $530 million, respectively.

The decrease in amortization expense for 2008 was primarily dueto intangible assets associated with the AT&T Broadband acquis-ition in 2002 being fully amortized, partially offset by theamortization of similar intangible assets recorded in connectionwith our newly acquired cable systems. The increase in amor-tization expense for 2007 was primarily a result of the increases inthe amortization of our intangible assets associated with our newlyacquired cable systems, purchases of software-related intangiblesand the write-down of intangible assets of approximately $30 mil-lion in 2007 related to the shutdown of the AZN network.


Segment Operating Results

Our segment operating results are presented based on how weassess operating performance and internally report financialinformation. To measure the performance of our operating seg-ments, we use operating income (loss) before depreciation andamortization, excluding impairments related to fixed and intangibleassets, and gains or losses from the sale of assets, if any. Thismeasure eliminates the significant level of noncash depreciationand amortization expense that results from the capital-intensivenature of our businesses and from intangible assets recognized inbusiness combinations. Additionally, it is unaffected by our capitalstructure or investment activities. We use this measure to evaluateour consolidated operating performance and the operating per-formance of our operating segments and to allocate resources andcapital to our operating segments. It is also a significant perform-ance measure in our annual incentive compensation programs.We believe that this measure is useful to investors because it isone of the bases for comparing our operating performance withthat of other companies in our industries, although our measuremay not be directly comparable to similar measures used by othercompanies. Because we use this metric to measure our segmentprofit or loss, we reconcile it to operating income, the most directlycomparable financial measure calculated and presented inaccordance with generally accepted accounting principles in theUnited States (“GAAP”) in the business segment footnote to ourconsolidated financial statements (see Note 16 to our consolidatedfinancial statements). This measure should not be considered asubstitute for operating income (loss), net income (loss), net cashprovided by operating activities, or other measures of performanceor liquidity we have reported in accordance with GAAP.

Cable Segment Overview

Our cable systems simultaneously deliver video, high-speed Inter-net and phone services to our customers. The majority of our

Cable segment revenue is generated from subscriptions to thesecable services. Customers are billed monthly, based on the serv-ices and features they receive and the type of equipment they use.While residential customers may discontinue service at any time,business customers may only discontinue their service in accord-ance with the terms of their respective contracts, which typicallyhave one to three year terms. Our revenue and operating incomebefore depreciation and amortization have increased as a result ofthe effects of our recent acquisitions, continued demand for ourservices (including our bundled and advanced service offerings), aswell as other factors discussed below.

Of our total customers, in 2008 the newly acquired cable systemsaccounted for 696,000 video customers, 370,000 high-speedInternet customers and 74,000 phone customers. In 2007, theyaccounted for 81,000 video customers, 58,000 high-speed Inter-net customers and 16,000 phone customers. In 2006, theyaccounted for 3.5 million video customers, 1.7 million high-speedInternet customers and 173,000 phone customers. In 2008 and2007, the newly acquired cable systems accounted for approx-imately $742 million and $2.6 billion of the increases in revenue,respectively. Intensifying competition and a weakening economyaffected our net customer additions in 2008 and may, if theseconditions continue, adversely impact our results of operations inthe future.

Revenue and Operating Income Before Depreciation and Amortization(in billions)

20072006

RevenueOperating Income Before Depreciation and Amortization

$24.0

$29.3

$9.7$11.9

2008

$32.4

$13.2

Cable Segment Results of Operations



2006 to 2007

Video $18,849 $17,686 $15,062 6.6% 17.4%High-speed Internet 7,225 6,402 4,953 12.9 29.2Phone 2,649 1,766 911 50.0 93.9Advertising 1,526 1,537 1,468 (0.5) 4.5Other 1,283 1,087 927 17.6 17.5Franchise fees 911 827 721 10.1 14.7

Revenue 32,443 29,305 24,042 10.7 21.9Operating expenses 12,664 11,409 9,322 11.0 22.4Selling, general and administrative expenses 6,609 5,974 5,053 10.6 18.2

Operating income before depreciation and amortization $13,170 $11,922 $ 9,667 10.5% 23.3%


Cable Segment RevenueOur average monthly total revenue per video customer increasedto approximately $110 in 2008 from approximately $102 in 2007and approximately $95 in 2006. The increases in average monthlytotal revenue per video customer are primarily due to an increasednumber of customers receiving multiple services.

Average Monthly Total Revenue per Video Customers

$95$102

2007

$110

20082006

VideoWe offer video services ranging from a limited analog service to afull digital service with access to hundreds of channels, includingpremium and pay-per-view channels. Digital video customers mayalso subscribe to advanced digital video services, including DVRand HDTV. As of December 31, 2008, 70% of our video custom-ers subscribed to at least one of our digital video services,compared to 63% and 52% as of December 31, 2007 and 2006,respectively.

Our video revenue continued to grow in 2008 and 2007 due tocustomer growth in our digital video services, including thedemand for digital features such as On Demand, DVR and HDTV;rate adjustments; and the addition of our newly acquired cablesystems. During 2008 and 2007, we added approximately1.5 million and 2.5 million digital video customers, respectively.During 2008 and 2007, the number of video customers decreasedby approximately 575,000 and 180,000, respectively, excludingthe impact of the newly acquired cable systems, primarily due toincreased competition in our service areas, as well as weakness inthe overall economy. Continued competition and weak economicconditions are expected to result in further declines in the numberof video customers during 2009. In 2008, approximately $455 mil-lion of the increase in our video revenue was attributable to ournewly acquired cable systems. In 2007, the amount was approx-imately $1.6 billion. Our average monthly video revenue per videocustomer increased to approximately $64 in 2008 from approx-imately $61 in 2007 and approximately $57 in 2006.

High-Speed InternetWe offer high-speed Internet services with Internet access atdownstream speeds of up to 24 Mbps, depending on the service

selected, and up to 50 Mbps with the introduction of DOCSIS 3.0technology, also referred to as Wideband, based on geographicmarket availability. These services also include our Internet portal,Comcast.net, which provides multiple e-mail addresses and onlinestorage, as well as a variety of proprietary content and value-added features and enhancements that are designed to takeadvantage of the speed our services provide.

Revenue increased in 2008 and 2007 primarily due to an increasein the number of customers and the addition of our newly acquiredcable systems. As of December 31, 2008, 30% of the homes inthe areas we serve subscribed to our high-speed Internet service,compared to 28% and 25% as of December 31, 2007 and 2006,respectively. In 2008, approximately $157 million of the increase inrevenue was attributable to our newly acquired cable systems. In2007, the amount was approximately $640 million. Averagemonthly revenue per high-speed Internet customer has remainedrelatively stable, between $42 and $43 from 2006 to 2008. Weexpect the rates of customer and revenue growth to slow in 2009due to the market maturing, increased competition and weakeconomic conditions continuing.

High-Speed Internet Customers(in millions)

11.5

13.2

2007

14.9

20082006

PhoneWe offer digital phone services that provide local and long-distance calling and include features such as voice mail, caller IDand call waiting. As of December 31, 2008, our digital phone serv-ices were available to approximately 47 million or 92% of thehomes in the areas we serve.

Revenue increased significantly in 2008 and 2007 as a result ofincreases in the number of digital phone customers. Theseincreases were partially offset by the loss of approximately170,000 and 470,000 circuit-switched phone customers in 2008and 2007, respectively. We phased out substantially all of ourcircuit-switched phone service in 2008. In 2008, approximately$43 million of the increase in our phone revenue was attributableto our newly acquired cable systems. In 2007, the amount wasapproximately $100 million. Average monthly revenue per


customer for our digital phone service has declined, to approx-imately $39 in 2008 from approximately $42 in 2007 andapproximately $45 in 2006, due to customers receiving service aspart of a promotional offer or in a bundled service offering. Weexpect the rates of customer and revenue growth to slow in 2009,because we do not expect to launch any significant new serviceareas in 2009 and due to weak economic conditions continuing.

Comcast Digital Voice Customers(in millions)

200820072006

1.9

4.4

6.5

AdvertisingAs part of our programming license agreements with programmingnetworks, we receive an allocation of scheduled advertising timethat we may sell to local, regional and national advertisers. We alsocoordinate the advertising sales efforts of other cable operators insome markets, and in some markets we operate advertising inter-connects. These interconnects establish a physical, direct linkbetween multiple cable systems and provide for the sale ofregional and national advertising across larger geographic areasthan could be provided by a single cable operator.

Advertising revenue decreased in 2008 primarily due to a decline inthe television advertising market, including the automotive andhousing sectors, offset by an increase in political advertising andthe addition of the newly acquired cable systems. Advertisingrevenue increased in 2007 as a result of our newly acquired cablesystems. Absent the growth from the newly acquired cable sys-tems, advertising revenue decreased slightly in 2007, reflectingweakness across the television advertising market, a lower level ofpolitical advertising and one less week in the broadcast calendarduring 2007 compared to 2006. We expect our advertising rev-enue to decline in 2009 due to a deteriorating advertising market,less political advertising and weak economic conditions continuing.

OtherWe also generate revenue from our regional sports networks, ourdigital media center, on-screen guide advertising, commissionsfrom electronic retailing networks and fees for other services.Our regional sports networks include Comcast SportsNet(Philadelphia), Comcast SportsNet Mid-Atlantic (Baltimore/Washington), Cable Sports Southeast, Comcast SportsNetChicago, Comcast SportsNet California (Sacramento), ComcastSportsNet Northwest (Portland), Comcast SportsNet New England(Boston), Comcast SportsNet Bay Area (San Francisco) andMountainWest Sports Network. These networks generate revenuethrough programming license agreements with multichannel videoproviders and the sale of advertising time.

Other revenue increased in 2008 and 2007 as a result of ouracquisitions in June 2007 of Comcast SportsNet Bay Area andComcast SportsNet New England and our acquisitions of thenewly acquired cable systems.

Franchise FeesOur franchise fee revenue represents the pass-through to our cus-tomers of the fees required to be paid to state and local franchisingauthorities. Under the terms of our franchise agreements, we aregenerally required to pay to the franchising authority an amountbased on our gross video revenue. The increases in franchise feescollected from our cable customers in 2008 and 2007 were primarilydue to increases in the revenue on which the fees apply.

Cable Segment ExpensesWe continue to focus on controlling the growth of expenses. Ouroperating margins (operating income before depreciation andamortization as a percentage of revenue) for 2008, 2007 and 2006were 40.6 %, 40.7% and 40.2%, respectively.

Operating Margins(in billions)

20072006

$9.7$11.9

$24.0

$29.3

40.2%

40.7%

Operating MarginsRevenue Operating Income BeforeDepreciation and Amortization

2008

$13.2

$32.4

40.6%


Cable Segment Operating Expenses



2006 to 2007

Video programming $ 6,479 $ 5,813 $4,848 11.5% 19.9%Technical labor costs 2,138 1,899 1,572 12.6 20.8High-speed Internet 523 575 435 (9.0) 32.2Phone 730 685 427 6.6 60.4Other 2,794 2,437 2,040 14.6 19.5

Total $12,664 $11,409 $9,322 11.0% 22.4%

Video programming expenses, our largest operating expense, arethe fees we pay to programming networks to license theprogramming we package, offer and distribute to our video cus-tomers. These expenses are affected by changes in the feescharged by programming networks, the number of our video cus-tomers and the number of programming options we offer. Videoprogramming expenses increased in 2008 and 2007, primarily dueto rate increases, additional digital customers, an additional num-ber of programming options and additional customers from ournewly acquired cable systems. We anticipate that our video pro-gramming expenses will continue to increase in 2009 and in thefuture as the fees charged by programming networks increase, asnew fees for retransmission of broadcast networks are incurredand as we provide additional channels and video on demand pro-gramming options to our customers.

Technical labor expenses include the internal and external labor tocomplete service call and installation activities in the home, net-work operations, fulfillment and provisioning costs. Theseexpenses increased in 2008 and 2007 primarily due to growth inthe number of customers, which required additional personnel tohandle service calls and provide in-house customer support andthe addition of our newly acquired cable systems.

High-speed Internet expenses and phone expenses include cer-tain direct costs identified by us for providing these services. Otherrelated costs associated with providing these services are gen-erally shared among all our cable services and are not allocated tothese captions. The decrease in high-speed Internet expenses in2008 was primarily driven by lower support service costs that werethe result of our entering into new contracts with lower cost pro-viders and renegotiating existing contracts. High-speed Internetexpenses increased in 2007 primarily due to growth in the numberof customers receiving these services and the addition of ournewly acquired cable systems. Phone expenses grew at a lowerrate in 2008 due to efficiencies associated with an increasednumber of customers as well as the least-cost routing of call trafficand lower support service costs that were the result of our enter-ing into new contracts with lower cost providers and renegotiatingexisting contracts. Phone expenses increased in 2007 primarilydue to growth in the number of customers receiving these servicesand the addition of our newly acquired cable systems.

Other operating expenses include franchise fees, pole rentals,plant maintenance and vehicle-related costs, including fuel, as wellas expenses related to our regional sports networks. Theseexpenses increased in 2008 and 2007 primarily due to the additionof our newly acquired cable systems and the acquisitions in June2007 of Comcast SportsNet Bay Area and Comcast SportsNetNew England.

Cable Segment Selling, General and Administrative Expenses



2006 to 2007

Customer service $1,773 $1,674 $1,326 5.9% 26.2%Marketing 1,625 1,404 1,196 15.7 17.4Administrative and other 3,211 2,896 2,531 10.9 14.4

Selling, general and administrative $6,609 $5,974 $5,053 10.6% 18.2%

Customer service expenses remained relatively flat in 2008 primarily due to achieving operational efficiencies and the slower growth incustomers. Customer service expenses increased in 2007 primarily due to growth in the number of customers and services offered.

Marketing expenses increased in 2008 and 2007 primarily due to additional marketing costs associated with attracting and retaining cus-tomers, as well as the addition of the newly acquired cable systems.

Administrative and other expenses increased in 2008 and 2007 primarily due to the addition of our newly acquired cable systems and theacquisitions in June 2007 of Comcast SportsNet Bay Area and Comcast SportsNet New England. Administrative and other expenses in2008 also include severance costs of approximately $126 million primarily related to approximately 3,300 personnel reductions, a portionof which resulted from a divisional reorganization.


Programming Segment Overview

Our Programming segment consists primarily of our consolidated national programming networks. The table below presents a summary ofour most significant consolidated national programming networks:

Programming Network

ApproximateU.S. Subscribers

(in millions) Description

E! 85 Pop culture and entertainment-related programmingGolf Channel 73 Golf and golf-related programmingVERSUS 66 Sports and leisure programmingG4 57 Gamer lifestyle programmingStyle 51 Lifestyle-related programming

We also own interests in MGM (20%), iN DEMAND (51%), TV One (33%), PBS KIDS Sprout (40%) and FEARnet (33%). The operatingresults of these entities are not included in our Programming segment’s operating results because they are presented in equity in net(losses) income of affiliates.

Programming Segment Results of Operations



2006 to 2007

Revenue $1,426 $1,314 $1,054 8.5% 24.7%Operating, selling, general and administrative expenses 1,064 1,028 815 3.6 26.1

Operating income before depreciation and amortization $ 362 $ 286 $ 239 26.3% 19.8%

Programming Segment RevenueProgramming revenue for 2008 and 2007 increased as a result ofcontinued growth in advertising revenue, programming license feerevenue and international revenue. In 2008, 2007 and 2006,advertising accounted for approximately 43%, 44% and 45%,respectively, of total Programming revenue. In 2008, 2007 and2006, approximately 11% to 13% of our Programming revenuewas generated from our Cable segment. These amounts areeliminated in our consolidated financial statements but areincluded in the amounts presented above.

Programming Segment Operating, Selling, General andAdministrative ExpensesProgramming operating, selling, general and administrativeexpenses consist mainly of the cost of producing television pro-grams and live events, the purchase of programming rights, themarketing and promotion of our programming networks andadministrative costs. Programming expenses increased sig-nificantly in 2007 primarily due to the programming rights costs forthe PGA Tour on Golf Channel, as well as a correspondingincrease in marketing expenses for this programming. We haveinvested and expect to continue to invest in new and live-eventprogramming that will cause our programming expenses toincrease in the future.

Consolidated Other Income (Expense) Items

Year ended December 31 (in millions) 2008 2007 2006

Interest expense $(2,439) $(2,289) $(2,064)Investment income (loss), net 89 601 990Equity in net (losses) income of

affiliates, net (39) (63) (65)Other income (expense) (285) 522 114

Total $(2,674) $(1,229) $(1,025)

Interest ExpenseThe increase in interest expense for 2008 was primarily due to anincrease in our average debt outstanding and an increase in earlyextinguishment costs of approximately $61 million associated withthe repayment and redemption of certain debt obligations prior totheir maturity, partially offset by the effects of lower interest rates in2008 on our fixed to variable rate interest rate exchange agree-ments. The increase for 2007 was primarily due to an increase inour average debt outstanding.

Investment Income (Loss), NetThe components of investment income (loss), net for 2008, 2007and 2006 are presented in a table in Note 6 to our consolidatedfinancial statements. We have entered into derivative financialinstruments that we account for at fair value and that economicallyhedge the market price fluctuations in the common stock of all of


our investments accounted for as trading securities. The differ-ences between the unrealized gains (losses) on trading securitiesand the mark to market adjustments on derivatives related to trad-ing securities, as presented in the table in Note 6 to ourconsolidated financial statements, result from one or more of thefollowing:

• there were unusual changes in the derivative valuation assump-tions such as interest rates, volatility and dividend policy

• the magnitude of the difference between the market price of theunderlying security to which the derivative relates and the strikeprice of the derivative

• the change in the time value component of the derivative valueduring the period

• the security to which the derivative relates changed due to acorporate reorganization of the issuing company to a securitywith a different volatility rate

Other Income (Expense)Other expense for 2008 includes an impairment of approximately$600 million related to our investment in Clearwire (see Note 6 toour consolidated financial statements), partially offset by a gain ofapproximately $235 million on the sale of our 50% interest in theInsight asset pool in connection with the Insight transaction. Otherincome for 2007 consisted primarily of a gain of approximately$500 million on the sale of our 50% interest in the Kansas Cityasset pool in connection with the Houston transaction. Otherincome for 2006 consisted primarily of $170 million of gains on thesale of nonoperating assets, partially offset by a $59 millionimpairment related to one of our equity method investments.

Income Tax Expense

Our effective income tax rate for 2008, 2007 and 2006 was37.8%, 41.4% and 37.5%, respectively. Income tax expensereflects an effective income tax rate that differs from the federalstatutory rate primarily due to state income taxes and interest onuncertain tax positions. Our 2008 income tax expense wasreduced by approximately $154 million, $80 million of which is dueto the settlement of an uncertain tax position (see Note 13 to ourconsolidated financial statements) and the net impact of certainstate tax law changes that primarily affected our deferred incometax liabilities and other noncurrent liabilities, and the balance ofwhich is primarily due to the future deductibility of certain deferredcompensation arrangements. Our tax rate in 2006 was impactedby adjustments to uncertain tax positions, which were primarilydue to the favorable resolution of issues and revised estimates of

the outcome of unresolved issues with various taxing authorities.We expect our 2009 annual effective tax rate to be in the range of40% to 45%.

Discontinued Operations

The operating results of our previously owned cable systemslocated in Los Angeles, Dallas and Cleveland, which were reportedas discontinued operations for 2006, included 7 months of oper-ations in 2006 because the closing date of the transaction wasJuly 31, 2006. As a result of the exchange of these systems in theAdelphia and Time Warner transactions, we recognized a gain of$195 million, net of tax of $541 million in 2006 (see Note 5 to ourconsolidated financial statements). The effective tax rate on thegain is higher than the federal statutory rate primarily due to thenondeductible amounts attributed to goodwill.

Liquidity and Capital Resources

Our businesses generate significant cash flows from operatingactivities. We believe that we will be able to meet our current andlong-term liquidity and capital requirements, including fixed charg-es, through our cash flows from operating activities; throughexisting cash, cash equivalents and investments; through availableborrowings under our existing credit facilities; and through our abil-ity to obtain future external financing.

We anticipate that we will continue to use a substantial portion ofour cash flows to fund our capital expenditures, to invest inbusiness opportunities, to meet our debt repayment obligationsand to return capital to investors.

The global financial markets have been and continue to be inturmoil, with extreme volatility in the equity and credit markets andwith some financial and other institutions experiencing significantfinancial distress. As of December 31, 2008, we had approx-imately $5.5 billion remaining availability under our credit facilitiesand no outstanding commercial paper obligations. From 2009 to2011, our scheduled debt maturities total approximately $5.3 bil-lion. In addition, neither our access to nor the value of our cashequivalents or short-term investments have been negativelyaffected by the recent liquidity problems of financial institutions.Although we have attempted to be prudent in our investmentstrategy, it is not possible to predict how the financial marketturmoil and the deteriorating economic conditions may affect ourfinancial position. Additional financial institution failures couldreduce amounts available under committed credit facilities, couldcause losses to the extent cash amounts or the value of securitiesexceed government deposit insurance limits, and could restrict ouraccess to the public equity and debt markets.


Operating Activities

Components of Net Cash Provided by Operating ActivitiesYear ended December 31 (in millions) 2008 2007 2006

Operating income $ 6,732 $ 5,578 $ 4,619Depreciation and amortization 6,400 6,208 4,823

Operating income beforedepreciation andamortization 13,132 11,786 9,442

Operating income beforedepreciation andamortization fromdiscontinued operations — — 264

Noncash share-basedcompensation andcontribution expense 258 223 223

Changes in operating assetsand liabilities (251) (200) (280)

Cash basis operatingincome 13,139 11,809 9,649

Payments of interest (2,256) (2,134) (1,880)Payments of income taxes (762) (1,638) (1,284)Proceeds from interest,

dividends and othernonoperating items 125 185 233

Payments related to settlementof litigation of an acquiredcompany — — (67)

Excess tax benefit under SFASNo. 123R presented infinancing activities (15) (33) (33)

Net cash provided byoperating activities $10,231 $ 8,189 $ 6,618

The increases in interest payments in 2008 and 2007 were primar-ily due to an increase in our average debt outstanding.

The decrease in tax payments in 2008 was primarily due to theEconomic Stimulus Act of 2008, which resulted in a reduction inour tax payments of approximately $600 million. The increase intax payments in 2007 was primarily due to the effects of increasesin income, sales of investments, and the settlement of federal andstate tax audits of $376 million.

Financing ActivitiesNet cash provided by (used in) financing activities consists primar-ily of our proceeds from borrowings offset by our debtrepayments, our repurchases of our Class A and Class A Specialcommon stock and dividend payments. Proceeds from borrow-ings fluctuate from year to year based on the amounts paid to fundacquisitions and debt repayments. We have made, and may fromtime to time in the future make, optional repayments on our debtobligations, which may include repurchases of our outstandingpublic notes and debentures, depending on various factors, suchas market conditions. In 2008, we made $307 million of optionalpublic bond repurchases. See Note 9 to our consolidated financialstatements for further discussion of our financing activities, includ-ing details of our debt repayments and borrowings.

Available Borrowings Under Credit FacilitiesWe traditionally maintain significant availability under our lines ofcredit and our commercial paper program to meet our short-termliquidity requirements. In January 2008, we entered into anamended and restated revolving bank credit facility that may beused for general corporate purposes. This amendment increasedthe size of the credit facility from $5.0 billion to $7.0 billion andextended the maturity of the loan commitment from October 2010to January 2013. Under our credit facility, other lenders are notobligated to fund a defaulting lender’s commitment, althoughanother lender could agree to fund the defaulting lender’scommitment. However, non-defaulting lenders are not able to usea default by another bank to avoid their own commitments. InDecember 2008, we terminated a $200 million commitment to ourcredit facility by Lehman Brothers Bank, FSB (“Lehman”) as aresult of Lehman’s default under a borrowing request. At a dis-counted value, we repaid Lehman’s portion of our outstandingcredit facility, along with accrued interest and fees. Subsequent tothis termination, the size of our credit facility is $6.8 billion. As ofDecember 31, 2008, amounts available under all of our creditfacilities totaled approximately $5.5 billion.

Debt CovenantsWe and our cable subsidiaries that have provided guarantees aresubject to the covenants and restrictions set forth in the indenturesgoverning our public debt securities and in the credit agreementsgoverning our bank credit facilities (see Note 18 to our con-solidated financial statements). We and the guarantors are incompliance with the covenants, and we believe that neither thecovenants nor the restrictions in our indentures or loan documentswill limit our ability to operate our business or raise additional capi-tal. Our credit facilities’ covenants are tested on an ongoing basis.The only financial covenant in our $6.8 billion revolving credit


facility due 2013 relates to leverage (ratio of debt to operatingincome before depreciation and amortization). As of December 31,2008, we met this financial covenant by a significant margin. Ourability to comply with this financial covenant in the future does notdepend on further debt reduction or on improved operatingresults.

Share Repurchase and DividendsAs of December 31, 2008, we had approximately $4.1 billion ofavailability remaining under our share repurchase authorization. Wehave previously indicated our plan to fully use our remaining sharerepurchase authorization by the end of 2009, subject to marketconditions. However, as previously disclosed, due to difficulteconomic conditions and instability in the capital markets, it isunlikely that we will complete our share repurchase authorizationby the end of 2009 as previously planned.

Share Repurchases(in billions)

$2.3

$3.1

20072006

$2.8

2008

Our Board of Directors declared a dividend of $0.0625 per sharefor each quarter in 2008 totaling approximately $727 million. Wepaid approximately $547 million of dividends in 2008. We expectto continue to pay quarterly dividends, though each subsequentdividend is subject to approval by our Board of Directors. We didnot declare or pay any cash dividends in 2007 or 2006.

Investing ActivitiesNet cash used in investing activities consists primarily of cash paidfor capital expenditures, acquisitions and investments, partiallyoffset by proceeds from sales of investments.

Capital ExpendituresOur most significant recurring investing activity has been capitalexpenditures in our Cable segment and we expect that this will con-tinue in the future. A significant portion of our capital expenditures isbased on the level of customer growth and the technology beingdeployed. The table below summarizes the capital expenditures weincurred in our Cable segment from 2006 through 2008.


Customer premises equipment(a) $3,147 $3,164 $2,321Scalable infrastructure(b) 1,024 1,014 906Line extensions(c) 212 352 275Support capital(d) 522 792 435Upgrades (capacity expansion)(e) 407 520 307Business services(f) 233 151 —

Total $5,545 $5,993 $4,244

(a) Customer premises equipment (“CPE”) includes costs incurred to connect ourservices at the customer’s home. The equipment deployed typically includes stan-dard digital set-top boxes, HD set-top boxes, digital video recorders, remotecontrols and modems. CPE also includes the cost of installing this equipment fornew customers as well as the material and labor cost incurred to install the cablethat connects a customer’s dwelling to the network.

(b) Scalable infrastructure includes costs incurred to secure growth in customers orrevenue units or to provide service enhancements, other than those related toCPE. Scalable infrastructure includes equipment that controls signal reception,processing and transmission throughout our distribution network, as well asequipment that controls and communicates with the CPE residing within acustomer’s home. Also included in scalable infrastructure is certain equipmentnecessary for content aggregation and distribution (video on demand equipment)and equipment necessary to provide certain video, high-speed Internet and digitalphone service features (e.g., voice mail and e-mail).

(c) Line extensions include the costs of extending our distribution network into newservice areas. These costs typically include network design, the purchase andinstallation of fiber-optic and coaxial cable, and certain electronic equipment.

(d) Support capital includes costs associated with the replacement or enhancement ofnon-network assets due to technical or physical obsolescence and wear-out.These costs typically include vehicles, computer and office equipment, furnitureand fixtures, tools, and test equipment.

(e) Upgrades include costs to enhance or replace existing portions of our cable net-work, including recurring betterments.

(f) Business services include the costs incurred related to the rollout of our services tosmall and medium-sized businesses. The equipment typically includes high-speedInternet modems and phone modems and the cost of installing this equipment fornew customers as well as materials and labor incurred to install the cable thatconnects a customer’s business to the closest point of the main distribution net-work.


Cable capital expenditures decreased 7.5% in 2008 primarily dueto lower spending in residential cable services. Line extensionsdecreased in 2008 compared to 2007 primarily due to the slow-down in the housing market. Cable capital expenditures increased41.2% in 2007 primarily as a result of the continued rollout of ourdigital phone service and an increase in demand for advancedset-top boxes (including DVR and HDTV) and high-speed Internetmodems. These increases were accelerated by the success of ourtriple play bundle and as a result of regulatory changes in 2007.We also incurred additional capital expenditures in our newlyacquired cable systems and continued to improve the capacityand reliability of our network in 2007 in order to handle the addi-tional volume and advanced services.

Capital expenditures in our Programming segment were not sig-nificant in 2008, 2007 and 2006. In 2008 and 2007, our otherbusiness activities included approximately $137 million and $110million, respectively, of capital expenditures related to the con-solidation of offices in Pennsylvania and the relocation of ourcorporate headquarters. Capital expenditures for 2009 and forsubsequent years will depend on numerous factors, includingacquisitions, competition, changes in technology, regulatorychanges and the timing and rate of deployment of new services.Our 2009 capital expenditures will include the purchase of set-topboxes associated with our migration to all digital transmission forcertain analog channels.

AcquisitionsIn 2008, acquisitions were primarily related to our acquisition of anadditional interest in Comcast SportsNet Bay Area; our acquisitionof the remaining interest in G4 that we did not already own; andour acquisitions of Plaxo and DailyCandy. In 2007, acquisitionswere primarily related to our acquisitions of Patriot Media, Fandan-go, Comcast SportsNet New England, and an interest in ComcastSportsNet Bay Area. In 2006, acquisitions were primarily related tothe Adelphia and Time Warner transactions, the acquisition of thecable systems of Susquehanna Communications and the acquis-ition of our additional interest in E! Entertainment Television.

Proceeds from Sales of InvestmentsIn 2008, proceeds from the sales of investments were primarilyrelated to the disposition of available-for-sale debt securities. In2007 and 2006, proceeds from the sales of investments wereprimarily related to the disposition of our ownership interests inTime Warner Inc.

Purchases of InvestmentsIn 2008, purchases of investments consisted primarily of the fund-ing of our investment in Clearwire. In 2007, purchases ofinvestments consisted primarily of an additional investment inInsight Midwest, L.P. and the purchase of available-for-sale debtsecurities. In 2006, purchases of investments consisted primarilyof the purchase of our interest in SpectrumCo LLC and our addi-tional investment in Texas and Kansas City Cable Partners.

Contractual Obligations

Our unconditional contractual obligations as of December 31, 2008, which consist primarily of our debt obligations and the associatedpayments due in future periods, are presented in the table below.

Payments Due by Period

(in millions) Total Year 1Years

2–3Years

4–5More

than 5

Debt obligations(a) $ 32,394 $ 2,269 $ 2,957 $ 5,613 $ 21,555Capital lease obligations 62 9 36 8 9Operating lease obligations 2,088 385 542 328 833Purchase obligations(b) 16,069 3,666 3,915 2,462 6,026Other long-term liabilities reflected on the balance sheet:

Acquisition-related obligations(c) 153 118 32 3 —Other long-term obligations(d) 3,795 232 511 383 2,669

Total $ 54,561 $ 6,679 $ 7,993 $ 8,797 $ 31,092

Refer to Note 9 (long-term debt) and Note 15 (commitments) to our consolidated financial statements.

(a) Excludes interest payments.

(b) Purchase obligations consist of agreements to purchase goods and services that are legally binding on us and specify all significant terms, including fixed or minimum quanti-ties to be purchased and price provisions. Our purchase obligations are primarily related to our Cable segment, including contracts with programming networks, CPEmanufacturers, communication vendors, other cable operators for which we provide advertising sales representation and other contracts entered into in the normal course ofbusiness. We also have purchase obligations through Comcast Spectacor for the players and coaches of our professional sports teams. We did not include contracts withimmaterial future commitments.

(c) Acquisition-related obligations consist primarily of costs related to exiting contractual obligations and other assumed contractual obligations of the acquired entity.

(d) Other long-term obligations consist primarily of prepaid forward sale agreement transactions of equity securities we hold; subsidiary preferred shares; effectively settled taxpositions and related interest, net of deferred tax benefit; deferred compensation obligations; pension, post-retirement and post-employment benefit obligations; andprogramming rights payable under license agreements. Reserves for uncertain tax positions of approximately $1.4 billion are not included in the table above. The liability forunrecognized tax benefits has been excluded because we cannot make a reliable estimate of the period in which the unrecognized tax benefits will be realized.


Off-Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangementsthat are reasonably likely to have a current or future effect on ourfinancial condition, results of operations, liquidity, capitalexpenditures or capital resources.

Critical Accounting Judgments and Estimates

The preparation of our financial statements requires us to makeestimates that affect the reported amounts of assets, liabilities,revenue and expenses, and the related disclosure of contingentassets and contingent liabilities. We base our judgments on histor-ical experience and on various other assumptions that we believeare reasonable under the circumstances, the results of which formthe basis for making estimates about the carrying values of assetsand liabilities that are not readily apparent from other sources.Actual results may differ from these estimates under differentassumptions or conditions.

We believe our judgments and related estimates associated withthe valuation and impairment testing of our cable franchise rightsand the accounting for income taxes are critical in the preparationof our financial statements. We had previously disclosed that theaccounting judgments and estimates related to our legal con-tingencies were critical in the preparation of our financialstatements. This identification was based in large part on the factthat significant amounts were included in our consolidated balancesheet representing management’s estimates of the ultimate out-come of these legal contingencies. As substantially all of thecontingencies to which these balance sheet estimates have beenresolved and there are no significant estimates recorded for cur-rent legal contingencies as they are either not probable, estimableor both, estimates related to our legal contingencies are not criticalin the preparation of our financial statements at December 31,2008. Management has discussed the development and selectionof these critical accounting judgments and estimates with theAudit Committee of our Board of Directors, and the Audit Commit-tee has reviewed our disclosures relating to them, which arepresented below.

Refer to Note 2 to our consolidated financial statements for adiscussion of our accounting policies with respect to these andother items.

Valuation and Impairment Testing of Cable Franchise RightsOur largest asset, our cable franchise rights, results from agree-ments we have with state and local governments that allow us toconstruct and operate a cable business within a specified geo-graphic area. The value of a franchise is derived from theeconomic benefits we receive from the right to solicit newcustomers and to market new services, such as advanced digitalvideo services and high-speed Internet and phone services, in a

particular service area. The amounts we record for cable franchiserights are primarily a result of cable system acquisitions. Typicallywhen we acquire a cable system, the most significant asset werecord is the value of the cable franchise rights. Often these cablesystem acquisitions include multiple franchise areas. We currentlyserve approximately 6,400 franchise areas in the United States.

We have concluded that our cable franchise rights have an indef-inite useful life since there are no legal, regulatory, contractual,competitive, economic or other factors which limit the period overwhich these rights will contribute to our cash flows. Accordingly,we do not amortize our cable franchise rights but assess the carry-ing value of our cable franchise rights annually, or more frequentlywhenever events or changes in circumstances indicate that thecarrying amount may exceed its fair value (“impairment testing”), inaccordance with Statement of Financial Accounting Standards(“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” (“SFASNo. 142”).

We estimate the fair value of our cable franchise rights primarilybased on a discounted cash flow analysis that involves significantjudgment. We also consider multiples of operating income beforedepreciation and amortization generated by underlying assets,current market transactions, and profitability information in analyz-ing the fair values indicated under the discounted cash flowmodels.

If we were to determine the value of our cable franchise rights isless than the carrying amount, we would recognize an impairmentfor the difference between the estimated fair value and the carryingvalue of the assets. For purposes of our impairment testing, wehave grouped the recorded values of our various cable franchiserights into our cable divisions or units of account. We evaluate theunit of account periodically to ensure our impairment testing isperformed at an appropriate level (see Note 2 to our consolidatedfinancial statements).

Since the adoption of SFAS No. 142 in 2002, we have notrecorded any significant impairments as a result of our impairmenttesting. A future change in the unit of account could result in therecognition of an impairment.

We could also record impairments in the future if there arechanges in long-term market conditions, in expected futureoperating results, or in federal or state regulations that prevent usfrom recovering the carrying value of these cable franchise rights.Assumptions made about increased competition and a furtherslowdown in the economy on a longer-term basis could impact thevaluations to be used in future annual impairment testing andresult in a reduction of fair values from those determined in theJuly 1, 2008 annual impairment testing (“July 1 testing”). Suchassumptions and fair values will not be determined until the July 1,2009 annual impairment testing is performed. Our July 1 testing,which included assumptions related to the weakening economy,


indicated that the estimated fair value of our cable franchise rightsexceeded the carrying value (“headroom”) for each of our units ofaccounts by a significant amount (see table below). Given the sig-nificant headroom that existed on July 1, 2008, we do not believethe current economic environment, regulatory changes, or thedecline in our market capitalization since our July 1 testing, repre-sent events or changes in circumstances that are indicative of animpairment of value at December 31, 2008. The table below illus-trates the impairment related to our various cable divisions thatwould have occurred had the hypothetical reductions in fair valueexisted at the time of our last annual impairment testing.

Percent Hypothetical Reduction in Fair Valueand Related Impairment

(in millions) 10% 15% 20% 25%

Eastern Division $ — $ (55) $ (999) $ (1,942)NorthCentral Division — — — —Southern Division — — — —Western Division — — — —

$ — $ (55) $ (999) $ (1,942)

Income TaxesOur provision for income taxes is based on our current periodincome, changes in deferred income tax assets and liabilities,income tax rates, changes in estimates of our uncertain tax posi-tions, and tax planning opportunities available in the jurisdictions inwhich we operate. We prepare and file tax returns based on ourinterpretation of tax laws and regulations, and we record estimatesbased on these judgments and interpretations.

On January 1, 2007, we adopted Financial Accounting StandardsBoard (“FASB”) Interpretation (“FIN”) No. 48, “Accounting forUncertainty in Income Taxes – an Interpretation of FASB State-ment No. 109,” (“FIN 48”). We evaluate our tax positions using the

recognition threshold and the measurement attribute in accord-ance with this interpretation. From time to time, we engage intransactions in which the tax consequences may be subject touncertainty. Examples of these transactions include businessacquisitions and disposals, including consideration paid orreceived in connection with these transactions, and certain financ-ing transactions. Significant judgment is required in assessing andestimating the tax consequences of these transactions. Wedetermine whether it is more likely than not that a tax position willbe sustained on examination, including the resolution of anyrelated appeals or litigation processes, based on the technicalmerits of the position. In evaluating whether a tax position has metthe more-likely-than-not recognition threshold, we presume thatthe position will be examined by the appropriate taxing authoritythat has full knowledge of all relevant information. A tax positionthat meets the more-likely-than-not recognition threshold is meas-ured to determine the amount of benefit to be recognized in thefinancial statements. The tax position is measured at the largestamount of benefit that has a greater than 50% likelihood of beingrealized when the position is ultimately resolved.

We adjust our estimates periodically because of ongoing examina-tions by and settlements with the various taxing authorities, as wellas changes in tax laws, regulations and precedent. The effects onour financial statements of income tax uncertainties that arise inconnection with business combinations and those associated withentities acquired in business combinations are discussed in Note 2to our consolidated financial statements. We believe that adequateaccruals have been made for income taxes. When uncertain taxpositions are ultimately resolved, either individually or in theaggregate, differences between our estimated amounts and theactual amounts are not expected to have a material adverse effecton our consolidated financial position but could possibly bematerial to our consolidated results of operations or cash flow forany one period.


Item 7A: Quantitative and QualitativeDisclosures About Market Risk

Interest Rate Risk Management

We maintain a mix of fixed-rate and variable-rate debt. As ofDecember 31, 2008, approximately 93% of our total debt of$32.5 billion was at fixed rates with the remaining debt at variablerates. We are exposed to the market risk of adverse changes ininterest rates. In order to manage the cost and volatility relating tothe interest cost of our outstanding debt, we enter into variousinterest rate risk management derivative transactions in accord-ance with our policies.

We monitor our interest rate risk exposures using techniques thatinclude market value and sensitivity analyses. We do not engage inany speculative or leveraged derivative transactions.

We manage the credit risks associated with our derivative financialinstruments through the evaluation and monitoring of thecreditworthiness of the counterparties. Although we may beexposed to losses in the event of nonperformance by thecounterparties, we do not expect such losses, if any, to be sig-nificant.

Our interest rate derivative financial instruments, which can includeswaps, rate locks, caps and collars, represent an integral part ofour interest rate risk management program. Our interest ratederivative financial instruments reduced the portion of our totaldebt at fixed rates from 93% to 82% as of December 31, 2008.The effect of our interest rate derivative financial instruments(decreased) increased our interest expense by approximately $(34)million, $43 million and $39 million in 2008, 2007 and 2006,respectively. Interest rate risk management instruments may havea significant effect on our interest expense in the future, includingas a result of proposed changes in accounting for these instru-ments.

The table below summarizes the fair values and contract terms of financial instruments subject to interest rate risk maintained by us as ofDecember 31, 2008.

(in millions) 2009 2010 2011 2012 2013 Thereafter TotalFair Value12/31/08

DebtFixed rate $ 1,029 $ 1,172 $ 1,796 $ 831 $ 3,757 $ 21,547 $ 30,132 $ 29,693

Average interest rate 7.3% 5.7% 6.1% 9.4% 8.6% 6.6% 6.9%Variable rate $ 1,249 $ 11 $ 14 $ 22 $ 1,011 $ 17 $ 2,324 $ 2,308

Average interest rate 2.2% 3.2% 4.5% 6.2% 3.2% 3.4% 2.7%Interest rate instrumentsFixed to variable swaps $ 750 $ 200 $ 750 $ — $ — $ 1,800 $ 3,500 $ 309

Average pay rate 4.9% 2.7% 3.4% —% —% 3.2% 3.6%Average receive rate 6.9% 5.9% 5.5% —% —% 5.5% 5.8%

We use the notional amounts on the instruments to calculate the interest to be paid or received. The notional amounts do not representthe amount of our exposure to credit loss. The estimated fair value approximates the payments necessary or proceeds to be received tosettle the outstanding contracts. We estimate interest rates on variable debt and swaps using the average implied forward London Inter-bank Offered Rate (“LIBOR”) for the year of maturity based on the yield curve in effect on December 31, 2008, plus the applicable marginin effect on December 31, 2008.

As a matter of practice, we typically do not structure our financial contracts to include credit-ratings-based triggers that could affect ourliquidity. In the ordinary course of business, some of our swaps could be subject to termination provisions if we do not maintain investmentgrade credit ratings. As of December 31, 2008 and 2007, the estimated fair value of those swaps was an asset of $44 million and a liabilityof $3 million, respectively. The amount to be paid or received upon termination, if any, would be based on the fair value of the outstandingcontracts at that time.


Equity Price Risk Management

We are exposed to the market risk of changes in the equity pricesof our investments in marketable securities. We enter into variousderivative transactions in accordance with our policies to managethe volatility relating to these exposures. Through market value andsensitivity analyses, we monitor our equity price risk exposures toensure that the instruments are matched with the underlyingassets or liabilities, reduce our risks relating to equity prices andmaintain a high correlation to the risk inherent in the hedged item.

To limit our exposure to and benefits from price fluctuations in thecommon stock of some of our investments, we use equityderivative financial instruments. These derivative financial instru-ments, which are accounted for at fair value, include equity collaragreements, prepaid forward sales agreements and indexed debtinstruments.

Except as described above in “Investment Income (Loss), Net,” thechanges in the fair value of the investments that we accounted foras trading securities were substantially offset by the changes in thefair values of the equity derivative financial instruments.

Refer to Note 2 to our consolidated financial statements for adiscussion of our accounting policies for derivative financialinstruments and to Note 6 and Note 9 to our consolidated financialstatements for discussions of our derivative financial instruments.


Item 8: Financial Statements and Supplementary Data

Index Page

Report of Management 39

Report of Independent Registered Public Accounting Firm 40

Consolidated Balance Sheet 41

Consolidated Statement of Operations 42

Consolidated Statement of Cash Flows 43

Consolidated Statement of Stockholders’ Equity 44

Consolidated Statement of Comprehensive Income 44

Notes to Consolidated Financial Statements 45


Report of Management

Management’s Report on Financial StatementsOur management is responsible for the preparation, integrity and fair presentation of information in our consolidated financial state-ments, including estimates and judgments. The consolidated financial statements presented in this report have been prepared inaccordance with accounting principles generally accepted in the United States. Our management believes the consolidated financialstatements and other financial information included in this report fairly present, in all material respects, our financial condition, results ofoperations and cash flows as of and for the periods presented in this report. The consolidated financial statements have been auditedby Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

Management’s Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Oursystem of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial report-ing and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in theUnited States.

Our internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of ourassets.

• Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements inaccordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are beingmade only in accordance with authorizations of our management and our directors.

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assetsthat could have a material effect on the financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and maynot prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial report-ing may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they areidentified.

Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on theframework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commis-sion. Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective asof December 31, 2008. The effectiveness of our internal controls over financial reporting have been audited by Deloitte & Touche LLP,an independent registered public accounting firm, as stated in their report, which is included herein.

Audit Committee OversightThe Audit Committee of the Board of Directors, which is comprised solely of independent directors, has oversight responsibility for ourfinancial reporting process and the audits of our consolidated financial statements and internal control over financial reporting. TheAudit Committee meets regularly with management and with our internal auditors and independent registered public accounting firm(collectively, the “auditors”) to review matters related to the quality and integrity of our financial reporting, internal control over financialreporting (including compliance matters related to our Code of Ethics and Business Conduct), and the nature, extent, and results ofinternal and external audits. Our auditors have full and free access and report directly to the Audit Committee. The Audit Committeerecommended, and the Board of Directors approved, that the audited consolidated financial statements be included in this Form 10-K.

Brian L. Roberts Michael J. Angelakis Lawrence J. SalvaChairman andChief Executive Officer

Executive Vice President andChief Financial Officer

Senior Vice President,Chief Accounting Officerand Controller


Report of Independent Registered Public Accounting Firm

Board of Directors and StockholdersComcast CorporationPhiladelphia, Pennsylvania

We have audited the accompanying consolidated balance sheets of Comcast Corporation and subsidiaries (the “Company”) as ofDecember 31, 2008 and 2007, and the related consolidated statements of operations, cash flows, stockholders’ equity and compre-hensive income for each of the three years in the period ended December 31, 2008. We also have audited the Company’s internalcontrol over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible forthese financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectivenessof internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over FinancialReporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal controlover financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are freeof material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Ouraudits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements, assessing the accounting principles used and significant estimates made by management, and evaluating the overallfinancial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internalcontrol over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we consid-ered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principalexecutive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors,management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being made only in accordance with authorizations of managementand directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquis-ition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper manage-ment override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also,projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the riskthat the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position ofComcast Corporation and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows foreach of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in theUnited States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financialreporting as of December 31, 2008, based on the criteria established in Internal Control — Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 2 to the consolidated financial statements, the Company adopted Statement of Financial Accounting StandardsNo. 159, "The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115,"effective January 1, 2008. As discussed in Note 3 to the consolidated financial statements, the Company adopted EITF IssueNo. 06-10, “Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements,” effective January 1, 2008. As discussed inNote 2 to the consolidated financial statements, the Company adopted FASB Interpretation No. 48, "Accounting for Uncertainty inIncome Taxes — an Interpretation of FASB Statement 109," effective January 1, 2007.

/s/ Deloitte & Touche LLPPhiladelphia, PennsylvaniaFebruary 20, 2009


Consolidated Balance Sheet

December 31 (in millions, except share data) 2008 2007

AssetsCurrent Assets:

Cash and cash equivalents $ 1,195 $ 963Investments 59 98Accounts receivable, less allowance for doubtful accounts of $190 and $181 1,626 1,645Deferred income taxes 292 214Other current assets 544 747

Total current assets 3,716 3,667Investments 4,783 7,963Property and equipment, net of accumulated depreciation of $23,235 and $19,808 24,444 23,624Franchise rights 59,449 58,077Goodwill 14,889 14,705Other intangible assets, net of accumulated amortization of $8,160 and $6,977 4,558 4,739Other noncurrent assets, net 1,178 642

Total assets $ 113,017 $ 113,417

Liabilities and Stockholders’ EquityCurrent Liabilities:

Accounts payable and accrued expenses related to trade creditors $ 3,393 $ 3,336Accrued salaries and wages 624 494Other current liabilities 2,644 2,627Current portion of long-term debt 2,278 1,495

Total current liabilities 8,939 7,952Long-term debt, less current portion 30,178 29,828Deferred income taxes 26,982 26,880Other noncurrent liabilities 6,171 7,167Minority interest 297 250Commitments and contingencies (Note 15)Stockholders’ equity

Preferred stock—authorized, 20,000,000 shares; issued, zero — —Class A common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 2,426,443,484 and

2,419,025,659; outstanding, 2,060,982,734 and 2,053,564,909 24 24Class A Special common stock, $0.01 par value—authorized, 7,500,000,000 shares; issued, 881,145,954

and 1,018,960,463; outstanding, 810,211,190 and 948,025,699 9 10Class B common stock, $0.01 par value—authorized, 75,000,000 shares; issued and outstanding,

9,444,375 — —Additional paid-in capital 40,620 41,688Retained earnings 7,427 7,191Treasury stock, 365,460,750 Class A common shares and 70,934,764 Class A Special common shares (7,517) (7,517)Accumulated other comprehensive income (loss) (113) (56)

Total stockholders’ equity 40,450 41,340

Total liabilities and stockholders’ equity $ 113,017 $ 113,417

See notes to consolidated financial statements.


Consolidated Statement of Operations

Year ended December 31 (in millions, except per share data) 2008 2007 2006

Revenue $ 34,256 $ 30,895 $ 24,966Costs and Expenses:

Operating (excluding depreciation and amortization) 13,472 12,169 9,819Selling, general and administrative 7,652 6,940 5,705Depreciation 5,457 5,107 3,828Amortization 943 1,101 995

27,524 25,317 20,347

Operating income 6,732 5,578 4,619Other Income (Expense):

Interest expense (2,439) (2,289) (2,064)Investment income (loss), net 89 601 990Equity in net income (losses) of affiliates, net (39) (63) (65)Other income (expense) (285) 522 114

(2,674) (1,229) (1,025)

Income from continuing operations before income taxes and minority interest 4,058 4,349 3,594Income tax expense (1,533) (1,800) (1,347)

Income from continuing operations before minority interest 2,525 2,549 2,247Minority interest 22 38 (12)

Income from continuing operations 2,547 2,587 2,235Income from discontinued operations, net of tax — — 103Gain on discontinued operations, net of tax — — 195

Net income $ 2,547 $ 2,587 $ 2,533

Basic earnings per common shareIncome from continuing operations $ 0.87 $ 0.84 $ 0.71Income from discontinued operations — — 0.03Gain on discontinued operations — — 0.06

Net income $ 0.87 $ 0.84 $ 0.80

Diluted earnings per common shareIncome from continuing operations $ 0.86 $ 0.83 $ 0.70Income from discontinued operations — — 0.03Gain on discontinued operations — — 0.06

Net income $ 0.86 $ 0.83 $ 0.79

Dividends declared per common share $ 0.25 $ — $ —



Consolidated Statement of Cash Flows


Operating ActivitiesNet income $ 2,547 $ 2,587 $ 2,533Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation 5,457 5,107 3,828Amortization 943 1,101 995Depreciation and amortization of discontinued operations — — 139Share-based compensation 258 212 190Noncash interest expense (income), net 209 114 99Equity in net losses (income) of affiliates, net 39 63 65(Gains) losses on investments and noncash other (income) expense, net 321 (938) (920)Gain on discontinued operations — — (736)Noncash contribution expense — 11 33Minority interest (22) (38) 12Deferred income taxes 495 247 674

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:Change in accounts receivable, net 39 (100) (357)Change in accounts payable and accrued expenses related to trade creditors (38) 175 560Change in other operating assets and liabilities (17) (352) (497)

Net cash provided by (used in) operating activities 10,231 8,189 6,618

Financing ActivitiesProceeds from borrowings 3,535 3,713 7,497Retirements and repayments of debt (2,610) (1,401) (2,039)Repurchases of common stock (2,800) (3,102) (2,347)Dividends paid (547) — —Issuances of common stock 53 412 410Other (153) 62 25

Net cash provided by (used in) financing activities (2,522) (316) 3,546

Investing ActivitiesCapital expenditures (5,750) (6,158) (4,395)Cash paid for intangible assets (527) (406) (306)Acquisitions, net of cash acquired (738) (1,319) (5,110)Proceeds from sales of investments 737 1,761 2,720Purchases of investments (1,167) (2,089) (2,812)Other (32) 62 31

Net cash provided by (used in) investing activities (7,477) (8,149) (9,872)

Increase (decrease) in cash and cash equivalents 232 (276) 292Cash and cash equivalents, beginning of year 963 1,239 947

Cash and cash equivalents, end of year $ 1,195 $ 963 $ 1,239



Consolidated Statement of Stockholders’ Equity

Common Stock ClassAccumulated

OtherComprehensive

Income (Loss)

Shares Amount TreasuryStock

at Cost(in millions) AA

Special B AA

Special BAdditional

CapitalRetainedEarnings Total

Balance, January 1, 2006 2,045 1,153 9 $24 $12 $— $42,989 $ 4,825 $(7,517) $(114) $40,219Stock compensation plans 13 10 604 (33) 571Repurchase and retirement of

common stock (113) (1) (1,235) (1,111) (2,347)Employee stock purchase plan 2 43 43Other comprehensive income 148 148Net income 2,533 2,533

Balance, December 31, 2006 2,060 1,050 9 24 11 — 42,401 6,214 (7,517) 34 41,167Cumulative effect related to the

adoption of FIN 48 onJanuary 1, 2007 60 60

Stock compensation plans 17 6 688 (28) 660Repurchase and retirement of

common stock (25) (108) (1) (1,459) (1,642) (3,102)Employee stock purchase plan 2 58 58Other comprehensive loss (90) (90)Net income 2,587 2,587

Balance, December 31, 2007 2,054 948 9 24 10 — 41,688 7,191 (7,517) (56) 41,340Cumulative effect related to the

adoption of EITF 06-10 onJanuary 1, 2008 (132) (132)

Stock compensation plans 4 3 265 (49) 216Repurchase and retirement of

common stock (20) (121) (1) (1,562) (1,237) (2,800)Employee stock purchase plan 3 63 63Other comprehensive loss (57) (57)Share exchange 20 (20) 166 (166) —Dividend declared (per common

share $0.25) (727) (727)Net income 2,547 2,547

Balance, December 31, 2008 2,061 810 9 $24 $ 9 $— $40,620 $ 7,427 $(7,517) $(113) $40,450

Consolidated Statement of Comprehensive Income

(in millions) 2008 2007 2006

Net income $2,547 $2,587 $2,533Holding gains (losses) during the period, net of deferred taxes of $7, $23 and $(69) (13) (42) 128Reclassification adjustments for losses (gains) included in net income, net of deferred taxes of $(10), $46

and $(6) 18 (85) 11Employee benefit obligations, net of deferred taxes of $30, $(16) and $(4) (55) 29 7Cumulative translation adjustments (7) 8 2

Comprehensive income $2,490 $2,497 $2,681



Notes to Consolidated Financial Statements

Note 1: Organization and Business

We are a Pennsylvania corporation and were incorporated inDecember 2001. Through our predecessors, we have developed,managed and operated cable systems since 1963. We classify ouroperations in two reportable segments: Cable and Programming.

Our Cable segment is primarily involved in the management andoperation of cable systems in the United States. As ofDecember 31, 2008, we served approximately 24.2 million videocustomers, 14.9 million high-speed Internet customers and6.5 million phone customers. Our regional sports networks arealso included in our Cable segment.

Our Programming segment operates our consolidated nationalprogramming networks, including E!, Golf Channel, VERSUS, G4and Style.

Our other businesses consist primarily of Comcast InteractiveMedia and Comcast Spectacor. Comcast Interactive Media devel-ops and operates Comcast’s Internet businesses, includingComcast.net, Fancast, thePlatform, Fandango, Plaxo and Daily-Candy. Comcast Spectacor owns two professional sports teamsand two large, multipurpose arenas in Philadelphia, and managesother facilities for sporting events, concerts and other events.We also own equity method investments in other programmingnetworks and wireless-related companies.

Note 2: Summary of SignificantAccounting Policies

Basis of ConsolidationThe accompanying consolidated financial statements include (i) allof our accounts, (ii) all entities in which we have a controlling votinginterest (“subsidiaries”) and (iii) variable interest entities (“VIEs”)required to be consolidated in accordance with generally acceptedaccounting principles in the United States (“GAAP”). We haveeliminated all significant intercompany accounts and transactionsamong consolidated entities.

Our Use of EstimatesWe prepare our consolidated financial statements in conformitywith GAAP, which requires us to make estimates and assumptionsthat affect the reported amounts and disclosures. Actual resultscould differ from those estimates. Estimates are used whenaccounting for various items, such as allowances for doubtfulaccounts, investments, derivative financial instruments, assetimpairments, nonmonetary transactions, certain acquisition-relatedliabilities, programming-related liabilities, pensions and other post-retirement benefits, revenue recognition, depreciation andamortization, income taxes, and legal contingencies. See Note 8for our discussion on fair value estimates.

Cash EquivalentsThe carrying amounts of our cash equivalents approximate theirfair value. Our cash equivalents consist primarily of money marketfunds and U.S. government obligations, as well as commercialpaper and certificates of deposit with maturities of less than threemonths when purchased.

InvestmentsWe classify unrestricted, publicly traded investments asavailable-for-sale (“AFS”) or trading securities and record them atfair value. For AFS securities, we record unrealized gains or lossesresulting from changes in fair value between measurement datesas a component of other comprehensive income (loss), exceptwhen we consider declines in value to be other than temporary.For trading securities, we record unrealized gains or losses result-ing from changes in fair value between measurement dates as acomponent of investment income (loss), net. We recognize real-ized gains and losses associated with our fair value methodinvestments using the specific identification method. Effective withthe adoption of Statement of Financial Accounting Standards(“SFAS”) No. 159, “The Fair Value Option for Financial Assets andFinancial Liabilities,” (“SFAS No. 159”), we classify the cash flowsrelated to purchases of and proceeds from the sale of tradingsecurities based on the nature of the securities and purpose forwhich they were acquired (see Note 3).

We use the equity method to account for investments in which wehave the ability to exercise significant influence over the investee’soperating and financial policies. Equity method investments arerecorded at cost and are adjusted to recognize (i) our propor-tionate share of the investee’s net income or losses after the dateof investment, (ii) amortization of basis differences, (iii) additionalcontributions made and dividends received, and (iv) impairmentsresulting from other-than-temporary declines in fair value. Wegenerally record our share of the investee’s net income or loss onequarter in arrears due to the timing of our receipt of suchinformation. Gains or losses on the sale of equity method invest-ments are recorded in other income (expense).

Restricted, publicly traded investments and investments in pri-vately held companies are stated at cost and adjusted for anyknown decrease in value.

We review our investment portfolio each reporting period todetermine whether there are identified events or circumstances thatwould indicate there is a decline in the fair value that is considered tobe other than temporary. For our non-public investments, if there areno identified events or circumstances that would have a significantadverse effect on the fair value of the investment, then the fair valueis not estimated. If an investment is deemed to have experienced another-than-temporary decline below its cost basis, we reduce thecarrying amount of the investment to its quoted or estimated fairvalue, as applicable, and establish a new cost basis for the invest-


ment. For our AFS and cost method investments, we charge theimpairment to investment income (loss), net. For our equity methodinvestments, the impairment is recorded to other income (expense)(see Note 6).

If a consolidated entity or equity method investee issues additionalsecurities that change our proportionate share of the entity, werecognize the change as a gain or loss in our consolidated state-ment of operations. In cases where gain realization is not assured,we record the gain to additional paid-in capital.

Property and EquipmentProperty and equipment are stated at cost. We capitalize improve-ments that extend asset lives and expense other repairs andmaintenance charges as incurred. For assets that are sold orretired, we remove the applicable cost and accumulated deprecia-tion and, unless the gain or loss on disposition is presentedseparately, we recognize it as a component of depreciationexpense.

We capitalize the costs associated with the construction of ourcable transmission and distribution facilities and new serviceinstallations. Costs include all direct labor and materials, as well asvarious indirect costs. We capitalize initial customer installationcosts directly attributable to installation of the drop, includingmaterial, labor and overhead cost, in accordance with SFASNo. 51, “Financial Reporting by Cable Television Companies.” Allcosts incurred in connection with subsequent service disconnectsand reconnects are expensed as they are incurred.

We record depreciation using the straight-line method over esti-mated useful lives. Our significant components of property andequipment are as follows:

December 31 (in millions)Weighted AverageOriginal Useful Life 2008 2007

Cable transmissionequipment anddistribution facilities 12 years $ 15,660 $ 14,978

Customer premisesequipment 6 years 17,788 15,373

Scalable infrastructure 6 years 5,776 5,179Support capital 5 years 5,820 5,521Buildings and building

improvements 20 years 1,874 1,667Land – 205 202Other 8 years 556 512

Property andequipment, at cost 47,679 43,432

Less: Accumulateddepreciation (23,235) (19,808)

Property andequipment, net $ 24,444 $ 23,624

We evaluate the recoverability and estimated lives of our propertyand equipment whenever events or changes in circumstancesindicate that the carrying amount may not be recoverable or theuseful life has changed. The evaluation is based on the cash flowsgenerated by the underlying assets and profitability information,including estimated future operating results, trends or otherdeterminants of fair value. If the total of the expected future undis-counted cash flows is less than the carrying amount of the asset,we would recognize a loss for the difference between the esti-mated fair value and the carrying value of the asset. Unlesspresented separately, the loss is included as a component ofdepreciation expense.

Intangible Assets

Indefinite-Lived IntangiblesFranchise RightsOur franchise rights consist of cable franchise rights and sportsfranchise rights. Cable franchise rights represent the value attrib-uted to agreements with local authorities that allow access tohomes in cable service areas acquired in business combinations.Sports franchise rights represent the value we attribute to ourprofessional sports teams. We do not amortize cable franchiserights or sports franchise rights because we have determined thatthey have an indefinite life. We reassess this determinationperiodically for each franchise based on the factors included inSFAS No. 142, “Goodwill and Other Intangible Assets,” (“SFASNo. 142”). Costs we incur in negotiating and renewing cable fran-chise agreements are included in other intangible assets and areprimarily amortized on a straight-line basis over the term of thefranchise renewal period.

We evaluate the recoverability of our franchise rights annually, ormore frequently whenever events or changes in circumstancesindicate that the assets might be impaired. We estimate the fairvalue of our cable franchise rights primarily based on a discountedcash flow analysis. We also consider multiples of operating incomebefore depreciation and amortization generated by the underlyingassets, current market transactions, and profitability information inanalyzing the fair values indicated under the discounted cash flowmodels. If the value of our cable franchise rights is less than thecarrying amount, we would recognize an impairment for the differ-ence between the estimated fair value and the carrying value of theassets. We evaluate the unit of account used to test for impair-ment of our cable franchise rights periodically to ensure testing isperformed at an appropriate level. In July 2008, our Cable divisionmanagement structure was reorganized from five divisions to four.Our impairment testing as of July 1, 2008 confirmed that noimpairment existed before the change.

GoodwillGoodwill is the excess of the acquisition cost of an acquired entityover the fair value of the identifiable net assets acquired. Inaccordance with SFAS No. 142, we do not amortize goodwill.


We assess the recoverability of our goodwill annually, or morefrequently whenever events or changes in circumstances indicatethat the asset might be impaired. We generally perform theassessment of our goodwill one level below the operating segmentlevel. In our Cable business, since components one level below thesegment level (Cable divisions) are not separate reporting units andhave similar economic characteristics, we aggregate the compo-nents into one reporting unit at the Cable segment level.

* * *

Since the adoption of SFAS No. 142, we have performed annualimpairment testing of our indefinite-lived intangibles, includingcable franchise rights, sports franchise rights and goodwill, usingApril 1 as the measurement date. In 2008, we changed the timingof our financial and strategic planning process, including thepreparation of long-term projections, from completion in the earlypart of each calendar year to a midyear completion. These long-term financial projections are used as the basis for performing ourannual impairment testing. As a result, we have changed ourmeasurement date from April 1 to July 1. We tested our indefinite-lived intangibles for impairment as of April 1, 2008 and July 1,2008, and no impairments were indicated as of either date. Sincethe adoption of SFAS No. 142 in 2002, we have not recorded anysignificant impairments as a result of our impairment testing. Webelieve changing the measurement date to coincide with thecompletion of our long-term financial projections is preferable anddoes not result in the delay, acceleration or avoidance of animpairment.

Other IntangiblesOther intangible assets consist primarily of franchise-related cus-tomer relationships acquired in business combinations,programming distribution rights, software, cable franchise renewalcosts, and programming agreements and rights. We record thesecosts as assets and amortize them on a straight-line basis over theterm of the related agreements or estimated useful life. See Note 7for the ranges of useful lives of our intangible assets.

Programming Distribution RightsOur Programming subsidiaries enter into multiyear license agree-ments with various multichannel video providers for distribution oftheir programming (“distribution rights”). We capitalize amountspaid to secure or extend these distribution rights and include themwithin other intangible assets. We amortize these distribution rightson a straight-line basis over the term of the related license agree-ments. We classify the amortization of these distribution rights as areduction of revenue unless the Programming subsidiary receives,or will receive, an identifiable benefit from the distributor separatefrom the fee paid for the distribution right, in which case werecognize the fair value of the identified benefit as an operatingexpense in the period in which it was received.

SoftwareWe capitalize direct development costs associated withinternal-use software, including external direct costs of materialand services and payroll costs for employees devoting time tothese software projects. We also capitalize costs associated withthe purchase of software licenses. We include these costs withinother intangible assets and amortize them on a straight-line basisover a period not to exceed 5 years, beginning when the asset issubstantially ready for use. We expense maintenance and trainingcosts, as well as costs incurred during the preliminary stage of aproject, as they are incurred. We capitalize initial operating systemsoftware costs and amortize them over the life of the associatedhardware.

* * *

We periodically evaluate the recoverability and estimated lives ofour intangible assets subject to amortization whenever events orchanges in circumstances indicate that the carrying amount maynot be recoverable or the useful life has changed. The evaluation isbased on the cash flows generated by the underlying assets andprofitability information, including estimated future operatingresults, trends or other determinants of fair value. If the total of theexpected future undiscounted cash flows is less than the carryingamount of the asset, we would recognize a loss for the differencebetween the estimated fair value and the carrying value of theasset. Unless presented separately, the loss would be included asa component of amortization expense.

Asset Retirement ObligationsSFAS No. 143, “Accounting for Asset Retirement Obligations,” asinterpreted by Financial Accounting Standards Board (“FASB”)Interpretation (“FIN”) No. 47, “Accounting for Conditional AssetRetirement Obligations — an Interpretation of FASB StatementNo. 143,” requires that a liability be recognized for an asset retire-ment obligation in the period in which it is incurred if a reasonableestimate of fair value can be made.

Certain of our franchise and lease agreements contain provisionsrequiring us to restore facilities or remove property in the event thatthe franchise or lease agreement is not renewed. We expect tocontinually renew our franchise agreements and therefore cannotestimate any liabilities associated with such agreements. A remotepossibility exists that franchise agreements could terminateunexpectedly, which could result in us incurring significantexpense in complying with restoration or removal provisions. Thedisposal obligations related to our properties are not material toour consolidated financial statements. No such liabilities have beenrecorded in our consolidated financial statements.


Revenue RecognitionOur Cable segment revenue is primarily derived from customer feesreceived for our video, high-speed Internet and phone services(“cable services”) and from advertising. We recognize revenue fromcable services as the service is provided. We manage credit risk byscreening applicants through the use of credit bureau data. If acustomer’s account is delinquent, various measures are used tocollect outstanding amounts, including termination of the custom-er’s cable service. Installation revenue obtained from theconnection of customers to our cable systems is less than relateddirect selling costs. Therefore, such revenue is recognized asconnections are completed. We recognize advertising revenuewhen the advertising is aired and based on the broadcast calendar.Revenue earned from other sources is recognized when servicesare provided or events occur. Under the terms of our franchiseagreements, we are generally required to pay to the local franchis-ing authority an amount based on our gross video revenue. Wenormally pass these fees through to our cable customers and clas-sify the fees as a component of revenue with the correspondingcosts included in operating expenses. Prior to 2008, the corre-sponding costs were included in selling, general and administrativeexpenses. For 2007 and 2006, we reclassified approximately $863million and $788 million, respectively, from selling, general andadministrative expenses to operating expenses. The 2008 amountis approximately $933 million. We believe such classification ismore appropriate based on the nature of these expenses. Wepresent other taxes imposed on a revenue-producing transactionas revenue if we are acting as a principal or as a reduction to oper-ating expenses if we are acting as an agent.

Our Programming segment recognizes revenue from distributorsas programming is provided, generally under multiyear distributionagreements. From time to time these agreements expire whileprogramming continues to be provided to the operator based oninterim arrangements while the parties negotiate new contractterms. Revenue recognition is generally limited to current pay-ments being made by the operator, typically under the priorcontract terms, until a new contract is negotiated, sometimes witheffective dates that affect prior periods. Differences between actualamounts determined upon resolution of negotiations and amountsrecorded during these interim arrangements are recorded in theperiod of resolution.

Advertising revenue for our Programming segment is recognized inthe period in which commercials or programs are aired. In someinstances, our Programming businesses guarantee viewer ratingseither for the programming or for the commercials. Revenue isdeferred to the extent of an estimated shortfall in the ratings. Suchshortfalls are primarily settled by providing additional advertisingtime, at which point the revenue is recognized.

Cable Programming ExpensesCable programming expenses are the fees we pay to program-ming networks to license the programming we package, offer and

distribute to our video customers. Programming is acquired fordistribution to our video customers, generally under multiyear dis-tribution agreements, with rates typically based on the number ofcustomers that receive the programming, adjusted for channelpositioning and the extent of distribution. From time to time thesecontracts expire and programming continues to be providedbased on interim arrangements while the parties negotiate newcontractual terms, sometimes with effective dates that affect priorperiods. While payments are typically made under the prior con-tract terms, the amount of our programming expenses recordedduring these interim arrangements is based on our estimates ofthe ultimate contractual terms expected to be negotiated. Differ-ences between actual amounts determined upon resolution ofnegotiations and amounts recorded during these interim arrange-ments are recorded in the period of resolution.

When our Cable segment receives incentives from programmingnetworks for the licensing of their programming, we classify thedeferred portion of these fees within liabilities and recognize themover the term of the contract as a reduction of programmingexpenses, which are included in operating expenses.

Share-Based CompensationEffective January 1, 2006, we adopted SFAS No. 123R, “Share-Based Payment,” (“SFAS No. 123R”), using the ModifiedProspective Approach. Under the Modified Prospective Approach,the amount of compensation cost recognized includes(i) compensation cost for all share-based payments granted beforebut not yet vested as of January 1, 2006, based on the grant datefair value estimated in accordance with SFAS No. 123,“Accounting for Stock-Based Compensation,” (“SFAS No. 123”),and (ii) compensation cost for all share-based payments grantedor modified after January 1, 2006, based on the estimated fairvalue at the date of grant or subsequent modification date inaccordance with SFAS No. 123R. See Note 12 for further detailsregarding share-based compensation.

Income TaxesOur provision for income taxes is based on our current periodincome, changes in deferred income tax assets and liabilities,income tax rates, changes in estimates of our uncertain tax posi-tions, and tax planning opportunities available in the jurisdictions inwhich we operate. Substantially all of our income is from oper-ations in the United States. We recognize deferred tax assets andliabilities when there are temporary differences between the finan-cial reporting basis and tax basis of our assets and liabilities andfor the expected benefits of using net operating loss carryfor-wards. When changes in tax rates or tax laws have an impact ondeferred taxes, we apply the change during the years in whichtemporary differences are expected to reverse. These amounts arerecorded in our consolidated financial statements in the period ofenactment.


On January 1, 2007, we adopted FIN 48, “Accounting forUncertainty in Income Taxes — an Interpretation of FASB State-ment No. 109,” (“FIN 48”). FIN 48 prescribes the recognitionthreshold and measurement attribute for the financial statementrecognition and measurement of uncertain tax positions taken orexpected to be taken in a tax return.

We account for income tax uncertainties that arise in connectionwith business combinations and those that are associated withentities acquired in business combinations in accordance withEmerging Issues Task Force (“EITF”) Issue No. 93-7,“Uncertainties Related to Income Taxes in a Purchase BusinessCombination,” (“EITF 93-7”). Deferred tax assets and liabilities arerecorded as of the date of a business combination and are basedon our estimate of the ultimate tax basis that will be accepted bythe various taxing authorities. Liabilities for contingencies asso-ciated with prior tax returns filed by the acquired entity arerecorded based on criteria set forth in FIN 48. We adjust thedeferred tax accounts and the liabilities periodically to reflect anyrevised estimated tax basis and any estimated settlements withthe various taxing authorities. The effect of these adjustments isgenerally applied to goodwill except for post-acquisition interestexpense, which is recognized as an adjustment to income taxexpense. Effective with the adoption on January 1, 2009 of SFASNo. 141R, “Business Combinations — a replacement of FASBStatement No. 141,” (“SFAS No. 141R”), which also supersedesEITF 93-7, all tax adjustments recognized that would haveimpacted goodwill will be recognized within income tax expense.

We classify interest and penalties, if any, associated with ouruncertain tax positions as a component of income tax expense.

Derivative Financial InstrumentsWe use derivative financial instruments to manage our exposure tothe risks associated with fluctuations in interest rates and equityprices. All derivative transactions must comply with a derivativespolicy authorized by our Board of Directors. We do not engage inany speculative or leveraged derivative transactions.

We manage our exposure to fluctuations in interest rates by usingderivative financial instruments such as interest rate exchangeagreements (“swaps”) and interest rate lock agreements (“ratelocks”). We sometimes enter into rate locks to hedge the risk thatthe cash flows related to the interest payments on an anticipatedissuance or assumption of fixed-rate debt may be adverselyaffected by interest-rate fluctuations.

We manage our exposure to and benefits from price fluctuations inthe common stock of some of our investments by using equityderivative financial instruments embedded in other contracts suchas indexed debt instruments and prepaid forward sale agreementswhose values, in part, are derived from the market value of certainpublicly traded common stock.

We periodically examine the instruments we use to hedgeexposure to interest rate and equity price risks to ensure that theinstruments are matched with underlying assets or liabilities, toreduce our risks relating to changes in interest rates or equityprices and, through market value and sensitivity analysis, to main-tain a high correlation to the risk inherent in the hedged item. Forthose instruments that do not meet the above conditions, and forthose derivative instruments that are not designated as a hedge,changes in fair value are recognized on a current basis in earnings.

We manage the credit risks associated with our derivative finan-cial instruments through the evaluation and monitoring of thecreditworthiness of the counterparties. Although we may beexposed to losses in the event of nonperformance by thecounterparties, we do not expect such losses, if any, to besignificant.

For derivative instruments designated and effective as fair valuehedges, such as fixed to variable swaps, changes in the fair valueof the derivative instrument substantially offset changes in the fairvalue of the hedged item, each of which is recorded to interestexpense. When fair value hedges are terminated, sold, exercisedor have expired, any gain or loss resulting from changes in the fairvalue of the hedged item is deferred and recognized in earningsover the remaining life of the hedged item. When the hedged itemis settled or sold, the unamortized adjustment in the carryingamount of the hedged item is recognized in earnings.

For derivative instruments designated as cash flow hedges, suchas variable to fixed swaps and rate locks, the effective portion ofthe hedge is reported in other comprehensive income (loss) andrecognized as an adjustment to interest expense over the sameperiod in which the related interest costs are recognized in earn-ings. When hedged variable-rate debt is settled, the previouslydeferred effective portion of the hedge is written off to interestexpense in a manner similar to debt extinguishment costs.

Equity derivative instruments embedded in other contracts areseparated from their host contract. The derivative component isrecorded at its estimated fair value in our consolidated balancesheet and changes in its value are recorded each period toinvestment income (loss), net.

ReclassificationsReclassifications have been made between operating expensesand selling, general and administrative expenses in the prior years’consolidated financial statements to conform to classificationsused in 2008.


Note 3: Recent Accounting Pronouncements

SFAS No. 141RIn November 2007, the FASB issued SFAS No. 141R, which con-tinues to require that all business combinations be accounted forby applying the acquisition method. Under the acquisition method,the acquirer recognizes and measures the identifiable assetsacquired, the liabilities assumed, and any contingent considerationand contractual contingencies, as a whole, at their fair value as ofthe acquisition date. Under SFAS No. 141R, all transaction costsare expensed as incurred. SFAS No. 141R rescinds EITF 93-7.Under EITF 93-7, the effect of any subsequent adjustments touncertain tax positions was generally applied to goodwill, exceptfor post-acquisition interest on uncertain tax positions, which wasrecognized as an adjustment to income tax expense. Under SFASNo. 141R, all subsequent adjustments to income tax liabilities andrelated interest that would have impacted goodwill are recognizedwithin income tax expense. The guidance in SFAS No. 141R willbe applied prospectively to any business combination for whichthe acquisition date is on or after January 1, 2009.

SFAS No. 157In September 2006, the FASB issued SFAS No. 157, “Fair ValueMeasurements,” (“SFAS No. 157”). SFAS No. 157 defines fairvalue, establishes a framework for measuring fair value andexpands disclosure about fair value measurements. SFAS No. 157is effective for financial assets and financial liabilities in fiscal yearsbeginning after November 15, 2007 and for nonfinancial assetsand nonfinancial liabilities in fiscal years beginning after March 15,2008. Effective January 1, 2008, we adopted the provisions ofSFAS No. 157 that relate to our financial assets and financialliabilities. We are evaluating the impact of the provisions of SFASNo. 157 that relate to our nonfinancial assets and nonfinancialliabilities, which are effective for us as of January 1, 2009, andcurrently do not expect the adoption to have a material impact onour consolidated financial statements. See Note 8 for furtherdetails regarding the adoption of this standard.

SFAS No. 159In February 2007, the FASB issued SFAS No. 159, which providesthe option to report certain financial assets and financial liabilities atfair value, with the intent to mitigate the volatility in financial report-ing that can occur when related assets and liabilities are eachrecorded on a different basis. SFAS No. 159 amends FASBStatement No. 95, “Statement of Cash Flows,” (“SFAS No. 95”)and FASB Statement No. 115, “Accounting for Certain Invest-ments in Debt and Equity Securities,” (“SFAS No. 115”). SFASNo. 159 specifies that cash flows from trading securities, includingsecurities for which an entity has elected the fair value option,should be classified in the statement of cash flows based on thenature of and purpose for which the securities were acquired.Before this amendment, SFAS No. 95 and SFAS No. 115 speci-fied that cash flows from trading securities must be classified ascash flows from operating activities. Effective January 1, 2008, we

adopted SFAS No. 159. We have not elected the fair value optionfor any financial assets or financial liabilities. Upon adoption, wereclassified $603 million of proceeds from the sale of trading secu-rities within our statement of cash flows for the year endedDecember 31, 2007 from an operating activity to an investingactivity. The adoption of SFAS No. 159 had no effect on ourstatement of cash flows for the year ended December 31, 2006.

SFAS No. 160In November 2007, the FASB issued SFAS No. 160, “Accountingand Reporting of Noncontrolling Interest,” (“SFAS No. 160”). SFASNo. 160 requires that a noncontrolling interest (previously referredto as a minority interest) be separately reported in the equity sec-tion of the consolidated entity’s balance sheet. SFAS No. 160 alsoestablished accounting and reporting standards for (i) ownershipinterests in subsidiaries held by parties other than the parent,(ii) the amount of consolidated net income attributable to theparent and to the noncontrolling interest, (iii) changes in a parent’sownership interest and (iv) the valuation of retained noncontrollingequity investments when a subsidiary is deconsolidated. SFASNo. 160 is effective for us beginning January 1, 2009, at whichtime our financial statements will reflect the new presentation fornoncontrolling interests.

EITF Issue No. 06-10In March 2007, the EITF reached a consensus on EITF IssueNo. 06-10, “Accounting for Deferred Compensation andPostretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements,” (“EITF 06-10”). EITF 06-10provides that an employer should recognize a liability for the post-retirement benefit related to collateral assignment split-dollar lifeinsurance arrangements. We adopted EITF 06-10 on January 1,2008, at which time we adjusted beginning retained earnings andrecorded a liability of $132 million. See Note 10 for further detailsregarding the adoption of this standard.

Note 4: Earnings Per Share

Basic earnings per common share (“Basic EPS”) is computed bydividing net income from continuing operations by the weighted-average number of common shares outstanding during the period.

Our potentially dilutive securities include potential common sharesrelated to our stock options and restricted share units (“RSUs”).Diluted earnings per common share (“Diluted EPS”) considers theimpact of potentially dilutive securities using the treasury stockmethod except in periods in which there is a loss because theinclusion of the potential common shares would have an anti-dilutive effect. Diluted EPS excludes the impact of potentialcommon shares related to our stock options in periods in whichthe option exercise price is greater than the average market priceof our Class A common stock or our Class A Special commonstock, as applicable (see Note 12).


Diluted EPS for 2008, 2007 and 2006 excludes approximately 159 million, 61 million and 116 million, respectively, of potential commonshares related to our share-based compensation plans, because the inclusion of the potential common shares would have an antidilutiveeffect.

Computation of Diluted EPS2008 2007 2006

Year ended December 31 (in millions,except per share data) Income Shares

PerShare

Amount Income Shares

PerShare

Amount Income Shares

PerShare

Amount

Basic EPS $2,547 2,939 $0.87 $2,587 3,098 $0.84 $2,235 3,160 $0.71Effect of dilutive securities:Assumed exercise or issuance of

shares relating to stock plans 13 31 20

Diluted EPS $2,547 2,952 $0.86 $2,587 3,129 $0.83 $2,235 3,180 $0.70

Note 5: Acquisitions and Other Significant Events

2008 Acquisitions

Insight TransactionIn April 2007, we and Insight Communications (“Insight”) agreed todivide the assets and liabilities of Insight Midwest, a 50%-50%cable system partnership with Insight (the “Insight transaction”).On December 31, 2007, we contributed approximately $1.3 billionto Insight Midwest for our share of the partnership’s debt. OnJanuary 1, 2008, the distribution of the assets of Insight Midwestwas completed without assumption of any of Insight’s debt by usand we received cable systems serving approximately 696,000video customers in Illinois and Indiana (the “Comcast asset pool”).Insight received cable systems serving approximately 652,000video customers, together with approximately $1.24 billion of debtallocated to those cable systems (the “Insight asset pool”). Weaccounted for our interest in Insight Midwest as an equity methodinvestment until the Comcast asset pool was distributed to us onJanuary 1, 2008. We accounted for the distribution of assets byInsight Midwest as a sale of our 50% interest in the Insight assetpool in exchange for acquiring an additional 50% interest in theComcast asset pool. The estimated fair value of the 50% interestof the Comcast asset pool we received was approximately $1.2billion and resulted in a pretax gain of approximately $235 million,which is included in other income (expense). We recorded our50% interest in the Comcast asset pool as a step acquisition inaccordance with SFAS No. 141, “Business Combinations,” (“SFASNo. 141”).

The results of operations for the cable systems acquired in theInsight transaction have been reported in our consolidated financialstatements since January 1, 2008 and are reported in our Cablesegment. The weighted-average amortization period of thefranchise-related customer relationship intangible assets acquiredwas 4.5 years. Substantially all of the goodwill recorded isexpected to be amortizable for tax purposes.

The table below presents the purchase price allocation to assetsacquired and liabilities assumed as a result of the Insight trans-action.

(in millions)

Property and equipment $ 587Franchise-related customer relationships 64Cable franchise rights 1,374Goodwill 105Other assets 27Total liabilities (31)

Net assets acquired $2,126

The following unaudited pro forma information has been presentedas if the Insight transaction had occurred on January 1, 2007. Thisinformation is based on historical results of operations, adjustedfor purchase price allocations, and is not necessarily indicative ofwhat the results would have been had we operated the cablesystems since January 1, 2007.

Year ended December 31, 2007 (in millions, except per share data)

Revenue $31,582Net income $ 2,627Basic EPS $ 0.85Diluted EPS $ 0.84

Other 2008 AcquisitionsIn April 2008, we acquired an additional interest in ComcastSportsNet Bay Area. In July 2008, we acquired Plaxo, an addressbook management and social networking Web site service. InAugust 2008, we acquired the remaining interest in G4 that we didnot already own. In September 2008, we acquired DailyCandy, ane-mail newsletter and Web site. The results of operations for theseacquisitions have been included in our consolidated results ofoperations since their respective acquisition dates. The results ofoperations for Plaxo and DailyCandy are reported in Corporate and


Other. The aggregate purchase price of these other 2008 acquis-itions was approximately $610 million. None of these acquisitionswere material to our consolidated financial statements for the yearended December 31, 2008.

2007 Acquisitions

The Houston TransactionIn July 2006, we initiated the dissolution of Texas and Kansas CityCable Partners (the “Houston transaction”), our 50%-50% cablesystem partnership with Time Warner Cable. On January 1, 2007,the distribution of assets by Texas and Kansas City Cable Partnerswas completed and we received the cable system serving Hous-ton, Texas (the “Houston asset pool”) and Time Warner Cablereceived the cable systems serving Kansas City, south and westTexas, and New Mexico (the “Kansas City asset pool”). Weaccounted for the distribution of assets by Texas and Kansas CityCable Partners as a sale of our 50% interest in the Kansas Cityasset pool in exchange for acquiring an additional 50% interest inthe Houston asset pool. This transaction resulted in an increase ofapproximately 700,000 video customers. The estimated fair valueof the 50% interest of the Houston asset pool we received wasapproximately $1.1 billion and resulted in a pretax gain of approx-imately $500 million, which is included in other income (expense).We recorded our 50% interest in the Houston asset pool as a stepacquisition in accordance with SFAS No. 141.

The results of operations for the cable systems acquired in theHouston transaction have been reported in our Cable segmentsince August 1, 2006 and in our consolidated financial statementssince January 1, 2007 (the date of the distribution of assets). Theweighted-average amortization period of the franchise-relatedcustomer relationship intangible assets acquired was 7 years. As aresult of the Houston transaction, we reversed deferred taxliabilities of approximately $200 million, which were primarilyrelated to the excess of tax basis of the assets acquired over thetax basis of the assets exchanged, and reduced the amount ofgoodwill that would have otherwise been recorded in the acquis-ition. Substantially all of the goodwill recorded is expected to beamortizable for tax purposes.

The table below presents the purchase price allocation to assetsacquired and liabilities assumed as a result of the Houstontransaction.

(in millions)

Property and equipment $ 870Franchise-related customer relationships 266Cable franchise rights 1,954Goodwill 426Other assets 267Total liabilities (73)


Other 2007 AcquisitionsIn April 2007, we acquired Fandango, an online entertainment siteand movie-ticket service. The results of operations of Fandangohave been included in our consolidated financial statements sincethe acquisition date and are reported in Corporate and Other. InJune 2007, we acquired Rainbow Media Holdings LLC’s 60%interest in Comcast SportsNet Bay Area (formerly known as BayArea SportsNet) and its 50% interest in Comcast SportsNet NewEngland (formerly known as Sports Channel New England),expanding our regional sports networks. The completion of thistransaction resulted in our 100% ownership in Comcast SportsNetNew England and 60% ownership in Comcast SportsNet BayArea. In August 2007, we acquired the cable system of PatriotMedia serving approximately 81,000 video customers in centralNew Jersey. The results of operations of Patriot Media, ComcastSportsNet Bay Area and Comcast SportsNet New England havebeen included in our consolidated financial statements since theiracquisition dates and are reported in our Cable segment. Theaggregate purchase price of these other 2007 acquisitions wasapproximately $1.288 billion. None of these acquisitions werematerial to our consolidated financial statements for the yearended December 31, 2007.

2006 Acquisitions

The Adelphia and Time Warner TransactionsIn April 2005, we entered into an agreement with AdelphiaCommunications (“Adelphia”) in which we agreed to acquire cer-tain assets and assume certain liabilities of Adelphia (the “Adelphiaacquisition”). At the same time, we and Time Warner Cable Inc.and certain of its affiliates (“TWC”) entered into several agreementsin which we agreed to (i) have our interest in Time WarnerEntertainment Company, L.P. (“TWE”) redeemed, (ii) have ourinterest in TWC redeemed (together with the TWE redemption, the“redemptions”) and (iii) exchange certain cable systems acquiredfrom Adelphia and certain Comcast cable systems with TWC (the“exchanges”). On July 31, 2006, these transactions were com-pleted. We collectively refer to the Adelphia acquisition, theredemptions and the exchanges as the “Adelphia and TimeWarner transactions.” Also in April 2005, Adelphia and TWCentered into an agreement for the acquisition of substantially all ofthe remaining cable system assets and the assumption of certainof the liabilities of Adelphia.

The Adelphia and Time Warner transactions resulted in a netincrease of 1.7 million video customers, a net cash payment by usof approximately $1.5 billion and the disposition of our ownershipinterests in TWE and TWC and the assets of two cable systempartnerships.


The Adelphia and Time Warner transactions added cable systemsin 16 states (California, Colorado, Connecticut, Florida, Georgia,Louisiana, Maryland, Massachusetts, Minnesota, Mississippi,Oregon, Pennsylvania, Tennessee, Vermont, Virginia and WestVirginia).

The cable systems we transferred to TWC included our previouslyowned cable systems located in Los Angeles, Cleveland and Dal-las (the “Comcast exchange systems”). The operating results ofthe Comcast exchange systems are reported as discontinuedoperations and are presented in accordance with SFAS No. 144,“Accounting for the Impairment or Disposal of Long-Lived Assets,”(“SFAS No. 144”) (see “Discontinued Operations” below).

Purchase Price AllocationThe results of operations for the cable systems acquired in theAdelphia and Time Warner transactions have been included in ourconsolidated financial statements since July 31, 2006 (the acquis-ition date). The weighted-average amortization period of thefranchise-related customer relationship intangible assets acquiredwas 7 years. As a result of the redemption of our investment inTWC and the exchange of certain cable systems in 2006, wereversed deferred tax liabilities of approximately $760 million,which were primarily related to the excess of tax basis of theassets acquired over the tax basis of the assets exchanged, andreduced the amount of goodwill and other noncurrent assets thatwould have otherwise been recorded in the acquisition. Sub-stantially all of the goodwill recorded is expected to be amortizablefor tax purposes.

The table below presents the purchase price allocation to assetsacquired and liabilities assumed as a result of the Adelphia andTime Warner transactions.

(in millions)

Property and equipment $ 2,640Franchise-related customer relationships 1,627Cable franchise rights 6,730Goodwill 420Other assets 111Total liabilities (351)


Discontinued OperationsAs discussed above, the operating results of the Comcastexchange systems transferred to TWC are reported as dis-continued operations and are presented in accordance with SFASNo. 144. The table below presents the operating results of theComcast exchange systems through the closing date of theexchanges (July 31, 2006):

Year ended December 31, 2006 (in millions)

Revenue $734Income before income taxes $121Income tax expense $ (18)Net income $103

Other 2006 AcquisitionsE! Entertainment TelevisionIn November 2006, we acquired the 39.5% of E! EntertainmentTelevision, which operates the E! and Style programming net-works, that we did not already own for approximately $1.2 billion.We have historically consolidated the results of operations of E!Entertainment Television. We allocated the purchase price toproperty and equipment, intangibles, and goodwill.

SusquehannaIn April 2006, we acquired the cable systems of SusquehannaCable Co. and its subsidiaries (“Susquehanna”) for a total pur-chase price of approximately $775 million. These cable systemsare located primarily in Pennsylvania, New York, Maine and Mis-sissippi. Before the acquisition, we held an approximate 30%equity ownership interest in Susquehanna that we accounted foras an equity method investment. On May 1, 2006, SusquehannaCable Co. redeemed the approximate 70% equity ownershipinterest in Susquehanna held by Susquehanna Media Co., whichresulted in Susquehanna becoming 100% owned by us. Theresults of operations of these cable systems have been included inour consolidated financial statements since the acquisition dateand are reported in our Cable segment. We allocated the pur-chase price to property and equipment, franchise-relatedcustomer relationship intangibles, cable franchise rights, andgoodwill. The acquisition of these cable systems was not materialto our consolidated financial statements for the year endedDecember 31, 2006.


Note 6: Investments

The components of our investments are presented in thetable below.

December 31 (in millions) 2008 2007

Fair Value MethodEquity securities $ 940 $2,080Debt securities 3 621

943 2,701Equity Method

Insight Midwest — 1,877SpectrumCo, LLC 1,354 1,352Clearwire 421 —Other 402 453

2,177 3,682Cost Method

AirTouch 1,479 1,465Other 243 213

1,722 1,678Total investments 4,842 8,061Less: Current investments 59 98

Noncurrent investments $4,783 $7,963

Fair Value MethodWe hold equity investments in publicly traded companies that weaccount for as AFS or trading securities. As of December 31,2008, we held $932 million of fair value method equity securitiesrelated to our obligations under prepaid forward contracts, whichmature between 2011 and 2015. At maturity of these prepaidforward contracts, the counterparties are entitled to receive someor all of the equity securities, or an equivalent amount of cash atour option, based upon the market value of the equity securities atthat time.

The net unrealized gains on investments accounted for as AFSsecurities as of December 31, 2008 and 2007 were $29 millionand $42 million, respectively. The amounts were reported primarilyas a component of accumulated other comprehensive income(loss), net of related deferred income taxes of $10 million and $15million in 2008 and 2007, respectively.

The cost, fair value, and unrealized gains and losses related to ourAFS securities are presented in the table below. The decreases in2008 from 2007 are primarily due to the sale of debt securities.

Year ended December 31 (in millions) 2008 2007

Cost $60 $685Unrealized gains 34 44Unrealized losses (5) (2)

Fair value $89 $727

Proceeds from the sale of AFS securities in 2008, 2007 and 2006were $638 million, $1.033 billion and $209 million, respectively.Gross realized gains on these sales in 2008, 2007 and 2006 were$1 million, $145 million and $59 million, respectively. Sales of AFSsecurities for the year ended December 31, 2008 consistedprimarily of the sale of debt securities. Sales of AFS securities in2007 and 2006 consisted primarily of sales of Time Warner Inc.common stock.

Equity Method

Insight Midwest PartnershipWe accounted for our interest in Insight Midwest as an equitymethod investment until January 1, 2008, the date the Comcastasset pool was distributed to us (see Note 5). As of December 31,2007, our recorded investment in Insight exceeded our propor-tionate interest in the book value of its net assets by $144 million.The basis difference was attributed to indefinite-lived intangibleassets.

SpectrumCo, LLCSpectrumCo, LLC (“SpectrumCo”), a consortium of investorsincluding us, Time Warner Cable, Bright House Networks and CoxCommunications (“Cox”), was the successful bidder for 137 wire-less spectrum licenses for approximately $2.4 billion in the FederalCommunications Commission’s advanced wireless spectrum auc-tion that concluded in September 2006. Our portion of the totalcost to purchase the licenses was approximately $1.3 billion. InOctober 2008, SpectrumCo and its members entered into anagreement under which Cox would withdraw as a member ofSpectrumCo and have its interest in SpectrumCo redeemed inaccordance with its pre-existing exit rights. Under the agreement,Cox was entitled to receive from SpectrumCo at the closingapproximately $70 million and certain spectrum licenses coveringareas in or near Cox’s service area. The agreement required the$70 million to be funded by contributions to SpectrumCo from theremaining members. This transaction closed in January 2009 andwe contributed $45 million to SpectrumCo to satisfy our fundingobligations under the agreement. Based on SpectrumCo’s cur-rently planned activities, we have determined that it is not a VIE.We have and continue to account for this joint venture as an equitymethod investment based on its governance structure, notwith-standing our majority interest.

ClearwireIn November 2008, Sprint Nextel (“Sprint”) and the legal prede-cessor of Clearwire Corporation (“old Clearwire”) closed on aseries of transactions (collectively the “Clearwire transaction”) withan investor group made up of us, Intel, Google, Time WarnerCable and Bright House Networks. As a result of the Clearwiretransaction, Sprint and old Clearwire combined their next-generation wireless broadband businesses and formed a newindependent holding company, Clearwire Corporation, and itsoperating subsidiary, Clearwire Communications LLC (“Clearwire


LLC”), that will focus on the deployment of a nationwide 4G wire-less network. We, together with the other members of the investorgroup, have invested $3.2 billion in Clearwire LLC. Our portion ofthe investment was $1.05 billion. As a result of our investment, wereceived ownership units (“ownership units”) of Clearwire LLC andClass B stock (“voting stock”) of Clearwire Corporation, the pub-licly traded holding company that controls Clearwire LLC. Thevoting stock has voting rights equal to those of the publicly tradedClass A stock of Clearwire Corporation, but has only minimaleconomic rights. We hold our economic rights through the owner-ship units, which have limited voting rights. One ownership unitcombined with one share of voting stock are exchangeable intoone share of Clearwire Corporation’s publicly traded Class Astock. At closing, we received 52.5 million ownership units and52.5 million shares of voting stock, which represents an approx-imate 7% ownership interest on a fully diluted basis. During thefirst quarter of 2009, the purchase price per share is expected tobe adjusted based on the trading prices of Clearwire Corporation’spublicly traded Class A stock. After the post-closing adjustment,we anticipate that we will have an approximate 8% ownershipinterest on a fully diluted basis.

In connection with the Clearwire transaction, we entered into anagreement with Sprint that allows us to offer wireless servicesutilizing certain of Sprint’s existing wireless networks and anagreement with Clearwire LLC that allows us to offer wireless serv-ices utilizing Clearwire’s next generation wireless broadbandnetwork. We allocated a portion of our $1.05 billion investment tothe related agreements.

We will account for our investment under the equity method andrecord our share of net income or loss one quarter in arrears.Clearwire LLC is expected to incur losses in the early years ofoperation, which under the equity method of accounting, will bereflected in our future operating results and reduce the cost basisof our investment. We evaluated our investment at December 31,2008 to determine if an other than temporary decline in fair valuebelow our cost basis had occurred. The primary input in estimatingthe fair value of our investment was the quoted market value ofClearwire publicly traded Class A shares at December 31, 2008,which declined significantly from the date of our initial agreement inMay 2008. As a result of the severe decline in the quoted marketvalue, we recognized an impairment in other income (expense) of$600 million to adjust our cost basis in our investment to its esti-mated fair value. In the future, our evaluation of other thantemporary declines in fair value of our investment will include acomparison of actual operating results and updated forecasts tothe projected discounted cash flows that were used in making ourinitial investment decision, other impairment indicators, such aschanges in competition or technology, as well as a comparison tothe value that would be obtained by exchanging our investmentinto Clearwire Corporation’s publicly traded Class A shares.

Cost Method

AirTouch Communications, Inc.We hold two series of preferred stock of AirTouch Communica-tions, Inc. (“AirTouch”), a subsidiary of Vodafone, which areredeemable in April 2020. As of December 31, 2008 and 2007,the AirTouch preferred stock was recorded at $1.479 billion and$1.465 billion, respectively.

As of December 31, 2008, the estimated fair value of the AirTouchpreferred stock was $1.357 billion, which is below our carryingamount. The recent decline in fair value is attributable to changesin interest rates. We have determined this decline to be temporary.The factors considered were the length of time and the extent towhich the market value has been less than cost, the credit ratingof AirTouch, and our intent and ability to retain the investment for aperiod of time sufficient to allow for recovery. Specifically, weexpect to hold the two series of AirTouch preferred stock until theirredemption in 2020.

The dividend and redemption activity of the AirTouch preferredstock determines the dividend and redemption payments asso-ciated with substantially all of the preferred shares issued by one ofour consolidated subsidiaries, which is a VIE. The subsidiary hasthree series of preferred stock outstanding with an aggregateredemption value of $1.750 billion. Substantially all of the preferredshares are redeemable in April 2020 at a redemption value of$1.650 billion. As of December 31, 2008 and 2007, the tworedeemable series of subsidiary preferred shares were recorded at$1.468 billion and $1.465 billion, respectively, and those amountsare included in other noncurrent liabilities. The one nonredeemableseries of subsidiary preferred shares was recorded at $100 millionas of both December 31, 2008 and 2007 and those amounts areincluded in minority interest on our consolidated balance sheet.

Investment Income (Loss), NetYear ended December 31 (in millions) 2008 2007 2006

Gains on sales and exchanges ofinvestments, net $ 8 $ 151 $ 733

Investment impairment losses (28) (4) (4)Unrealized gains (losses) on

trading securities and hedgeditems (1,117) 315 339

Mark to market adjustments onderivatives related to tradingsecurities and hedged items 1,120 (188) (238)

Mark to market adjustments onderivatives 57 160 (18)

Interest and dividend income 149 199 212Other (100) (32) (34)

Investment income (loss), net $ 89 $ 601 $ 990


In connection with the Adelphia and Time Warner transactions in2006, we recognized total gains of approximately $646 million onthe redemptions and the exchange of cable systems held by

Century and Parnassos (see Note 5). These gains are includedwithin the “Gains on sales and exchanges of investments, net”caption in the table above.

Note 7: Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by business segment (see Note 16) are presented in the table below.

(in millions) Cable ProgrammingCorporateand Other Total

Balance, December 31, 2006 $12,010 $1,441 $317 $13,768Acquisitions 660 — 146 806Settlements and adjustments 172 41 (82) 131

Balance, December 31, 2007 $12,842 $1,482 $381 $14,705Acquisitions 306 139 209 654Settlements and adjustments (475) (1) 6 (470)

Balance, December 31, 2008 $12,673 $1,620 $596 $14,889

Cable segment acquisitions in 2008 were primarily related to theInsight transaction and the acquisition of an additional interest inComcast SportsNet Bay Area. Programming segment acquisitionsin 2008 were primarily related to the acquisition of the remaininginterest in G4 that we did not already own. Corporate and Otheracquisitions in 2008 were primarily related to Internet-related busi-ness, including Plaxo and DailyCandy. Settlements andadjustments in 2008 were primarily related to the settlement ofan uncertain tax position of an acquired entity (see Note 13).

Cable segment acquisitions in 2007 were primarily related to theHouston transaction, the acquisition of the cable system of PatriotMedia and various smaller acquisitions. Corporate and Otheracquisitions in 2007 were primarily related to the acquisition ofFandango. Settlements and adjustments in 2007 were primarilyrelated to valuation refinements made in connection with the Adel-phia and Time Warner transactions and the adoption of FIN 48.

The gross carrying amount and accumulated amortization of our intangible assets subject to amortization are presented in the table below.

2008 2007

December 31 (in millions) Useful Life

GrossCarryingAmount

AccumulatedAmortization

GrossCarryingAmount

AccumulatedAmortization

Customer relationships 4-12 years $ 5,512 $(4,030) $ 5,466 $(3,694)Cable and satellite television distribution rights 6-22 years 1,533 (859) 1,482 (702)Cable franchise renewal costs and contractual operating rights 5-15 years 1,154 (484) 1,045 (377)Computer software 3-5 years 1,887 (1,045) 1,445 (798)Patents and other technology rights 3-12 years 244 (119) 225 (90)Programming agreements and rights 1-10 years 1,508 (1,303) 1,199 (1,017)Other agreements and rights 2-21 years 880 (320) 854 (299)

Total $12,718 $(8,160) $11,716 $(6,977)


The estimated expense for each of the next five years recognizedin amortization expense and other accounts are presented in thetable below. The amortization of certain intangible assets of ourProgramming segment are not recognized as amortizationexpense but as a reduction to revenue or as an operating expenseand are presented under the caption “Other Accounts.”

(in millions)Amortization

ExpenseOther

Accounts

2009 $987 $1542010 $882 $ 942011 $748 $ 392012 $623 $ 232013 $389 $ 6

Note 8: Fair Value of Financial Assets andFinancial Liabilities

Effective January 1, 2008, we adopted the provisions of SFASNo. 157 that relate to our financial assets and financial liabilities(“financial instruments”) as discussed in Note 3. SFAS No. 157establishes a hierarchy that prioritizes fair value measurementsbased on the types of inputs used for the various valuation tech-niques (market approach, income approach and cost approach).The levels of the hierarchy are described below:

• Level 1: consists of financial instruments whose value is basedon quoted market prices for identical financial instruments in anactive market

• Level 2: consists of financial instruments that are valued usingmodels or other valuation methodologies. These models useinputs that are observable either directly or indirectly; Level 2inputs include (i) quoted prices for similar assets or liabilities inactive markets, (ii) quoted prices for identical or similar assets orliabilities in markets that are not active, (iii) pricing models whoseinputs are observable for substantially the full term of the finan-cial instrument and (iv) pricing models whose inputs are derivedprincipally from or corroborated by observable market datathrough correlation or other means for substantially the full termof the financial instrument

• Level 3: consists of financial instruments whose values aredetermined using pricing models that utilize significant inputsthat are primarily unobservable, discounted cash flowmethodologies, or similar techniques, as well as instruments forwhich the determination of fair value requires significantmanagement judgment or estimation

Our assessment of the significance of a particular input to the fairvalue measurement requires judgment and may affect the valu-ation of financial instruments and their classification within the fairvalue hierarchy. As required by SFAS No. 157, financial instru-ments are classified in their entirety based on the lowest level ofinput that is significant to the fair value measurement. There havebeen no changes in the classification of any financial instrumentswithin the fair value hierarchy since our adoption of SFAS No. 157.Our financial instruments that are accounted for at fair value on arecurring basis are presented in the table below.

Recurring Fair Value MeasuresFair value as of December 31, 2008

(in millions) Level 1 Level 2 Level 3 Total

AssetsTrading securities $932 $ — $— $ 932Available-for-sale securities 7 3 — 10Equity warrants — — 1 1Cash surrender value of life insurance policies — 147 — 147Interest rate exchange agreements — 291 — 291

$939 $ 441 $ 1 $1,381

LiabilitiesDerivative component of indexed debt instruments $ — $ 23 $— $ 23Derivative component of prepaid forward sale agreements — (466) — (466)Interest rate exchange agreements — 1 — 1

$ — $(442) $— $ (442)


For the year ended December 31, 2008, the financial instruments measured at fair value on a nonrecurring basis are presented in the tablebelow.

Nonrecurring Fair Value Measures

(in millions)December 31,

2008 Level 1 Level 2 Level 3Total

Losses

AssetsEquity method investments $421 $— $— $421 $(600)

In accordance with Accounting Principles Board (“APB”) No. 18, “The Equity Method of Accounting for Investments in Common Stock,”we recognized an other than temporary impairment to other income (expense) of $600 million to adjust our cost basis in our investment inClearwire LLC of approximately $1 billion to its estimated fair value (see Note 6). Our valuation methodology utilized a combination of thequoted market value of Clearwire Corporation’s publicly traded Class A shares and unobservable inputs related to the ownership units ofClearwire LLC and the voting stock of Clearwire Corporation, including the use of discounted cash flow models. Our investment in Clear-wire LLC is classified as a Level 3 financial instrument in accordance SFAS No. 157 in the fair value hierarchy, as a portion of the estimatedfair value of the investment is based on unobservable inputs. We believe the estimated fair value is consistent with the underlying principleof SFAS No. 157, which is that the estimated fair value should represent the exit price from a marketplace participant’s perspective.

Note 9: Long-Term Debt

December 31 (in millions)

Weighted AverageInterest Rate as of

December 31, 2008 2008 2007

Commercial paper N/A $ — $ 300Revolving bank credit

facility due 2013 0.81% 1,000 —Senior notes with

maturities of 5 yearsor less 6.99% 9,425 6,895

Senior notes withmaturities between6 and 10 years 6.09% 9,798 11,429

Senior notes withmaturities greater than10 years 7.00% 11,284 11,435

Senior subordinatednotes due 2012 10.63% 202 202

ZONES due 2029 2.00% 408 706Other, including capital

lease obligations — 339 356

Total debt 6.44%(a) $ 32,456 $ 31,323Less: Current portion 2,278 1,495

Long-term debt $ 30,178 $ 29,828

(a) Includes the effects of our derivative financial instruments.

As of December 31, 2008 and 2007, our debt had an estimatedfair value of $32.001 billion and $32.565 billion, respectively. Theestimated fair value of our publicly traded debt is based on quotedmarket values for the debt. To estimate the fair value of debt issu-ances for which there are no quoted market prices, we useinterest rates available to us for debt issuances with similar termsand remaining maturities.

Some of our loan agreements require that we maintain certainfinancial ratios based on our debt and our operating income beforedepreciation and amortization. We were in compliance with allfinancial covenants for all periods presented. See Note 18 for adiscussion of our subsidiary guarantee structures.

As of December 31, 2008 and 2007, accrued interest was $520million and $546 million, respectively.

Debt MaturitiesAs of December 31, 2008 (in millions)

2009 $ 2,2782010 $ 1,1832011 $ 1,8102012 $ 8532013 $ 4,768Thereafter $ 21,564


Debt Issuances and BorrowingsYear ended December 31, 2008 (in millions)

Revolving bank credit facility due 2013 $ 1,5105.70% notes due 2018 1,0006.40% notes due 2038 1,000Other, net 25

Total $ 3,535

We used the net proceeds of these issuances and borrowings forthe repayment of certain debt obligations, the repurchase of ourcommon stock, the purchase of investments, working capital andgeneral corporate purposes.

Debt Redemptions and RepaymentsYear ended December 31, 2008 (in millions)

Commercial paper $ 300Revolving bank credit facility due 2013 5056.2% notes due 2008 8007.625% notes due 2008 3509.0% notes due 2008 300ZONES due 2029 264Other, net 91

Total $ 2,610

Debt Instruments

Commercial Paper ProgramOur commercial paper program provides a lower cost borrowingsource of liquidity to fund our short-term working capital require-ments. The program allows for a maximum of $2.25 billion ofcommercial paper to be issued at any one time. Our revolvingbank credit facility supports this program. Amounts outstandingunder the program are classified as long term in our consolidatedbalance sheet because we have both the ability and the intent torefinance these obligations, if necessary, on a long-term basisusing funds available through our revolving bank credit facility.

Revolving Bank Credit FacilityIn January 2008, we entered into an amended and restated revolv-ing bank credit facility that may be used for general corporatepurposes. This amendment increased the size of our existingrevolving bank credit facility from $5.0 billion to $7.0 billion andextended the maturity of the loan commitment from October 2010to January 2013. The base rate, chosen at our option, is either theLondon Interbank Offered Rate (“LIBOR”) or the greater of the

prime rate or the Federal Funds rate plus 0.5%. The borrowingmargin is based on our senior unsecured debt ratings. As ofDecember 31, 2008, the interest rate for borrowings under thecredit facility was LIBOR plus 0.35%. In December 2008, weterminated a $200 million commitment to our credit facility byLehman Brothers Bank, FSB (“Lehman”) as a result of Lehman’sdefault under a borrowing request. At a discounted value, werepaid Lehman’s portion of our outstanding credit facility, alongwith accrued interest and fees. Subsequent to this termination, thesize of the credit facility is $6.8 billion.

Lines and Letters of CreditAs of December 31, 2008, we and certain of our subsidiaries hadunused lines of credit totaling $5.501 billion under various creditfacilities and unused irrevocable standby letters of credit totaling$337 million to cover potential fundings under various agreements.

ZONESAt maturity, holders of our 2.0% Exchangeable SubordinatedDebentures due 2029 (the “ZONES”) are entitled to receive in cashan amount equal to the higher of the principal amount of the out-standing ZONES of $1.060 billion or the market value ofapproximately 14.1 million shares of Sprint Nextel common stockand approximately 0.7 million shares of Embarq common stock.Before maturity, each of the ZONES is exchangeable at the hold-er’s option for an amount of cash equal to 95% of the aggregatemarket value of one share of Sprint Nextel common stock and0.05 shares of Embarq common stock.

We separate the accounting for the ZONES into derivative anddebt components. The following table presents the change in thecarrying value of the debt component and the change in the fairvalue of the derivative component (see Note 6).

(in millions)Debt

ComponentDerivative

Component Total

Balance as of January 1,2008 $ 625 $ 81 $ 706

Change in debt componentto interest expense 24 — 24

Change in derivativecomponent to investmentincome (loss), net — (58) (58)

Repurchases and retirements (264) — (264)

Balance as of December 31,2008 $ 385 $ 23 $ 408


Interest Rate Risk ManagementWe are exposed to the market risk of adverse changes in interestrates. To manage the volatility relating to these exposures, ourpolicy is to maintain a mix of fixed-rate and variable-rate debt andto use interest rate derivative transactions.

Using swaps, we agree to exchange, at specified dates, the differ-ence between fixed and variable interest amounts calculated byreference to an agreed-upon notional principal amount. The tablebelow summarizes the terms of our existing swaps.

Fixed to Variable SwapsDecember 31 (in millions) 2008 2007

Maturities 2009-2018 2008-2014Notional amount $ 3,500 $ 3,200Average pay rate 3.9% 6.8%Average receive rate 5.8% 5.9%Estimated fair value $ 309 $ 17

The notional amounts presented in the table above are used tomeasure interest to be paid or received and do not represent theamount of exposure to credit loss. The estimated fair value repre-sents the approximate amount of proceeds or payments requiredto settle the contracts.

In 2008, 2007 and 2006, the effect of our interest rate derivativefinancial instruments was an (decrease) increase to our interestexpense of approximately $(34) million, $43 million and $39 million,respectively.

Note 10: Postretirement, Pension and Other Employee Benefit Plans

The table below provides condensed information on our postretirement and pension benefit plans.

2008 2007 2006

Year ended December 31 (in millions)Postretirement

BenefitsPensionBenefits

PostretirementBenefits

PensionBenefits

PostretirementBenefits

PensionBenefits

Benefit obligation $ 338 $ 181 $ 280 $ 179 $ 280 $ 184Fair value of plan assets $ – $ 152 $ — $ 157 $ — $ 122Plan funded status and recorded benefit obligation $ (338) $ (29) $ (280) $ (22) $ (280) $ (62)Portion of benefit obligation not yet recognized in benefits

expense $ (18) $ 67 $ (39) $ 1 $ (4) $ 12Benefits expense $ 36 $ 1 $ 34 $ 4 $ 29 $ 8

Discount rate 6.15% 6.00% 6.65% 6.25% 6.00% 5.75%Expected return on plan assets N/A 8.00% N/A 8.00% N/A 7.00%

Postretirement Benefit PlansOur postretirement medical benefits cover substantially all of ouremployees who meet certain age and service requirements. Themajority of eligible employees participate in the ComcastPostretirement Healthcare Stipend Program (the “stipend plan”),and a small number of eligible employees participate in legacyplans of acquired companies. The stipend plan provides an annualstipend for reimbursement of healthcare costs to each eligibleemployee based on years of service. Under the stipend plan, weare not exposed to the increasing costs of healthcare because thebenefits are fixed at a predetermined amount.

Pension Benefit PlansWe sponsor two pension plans that together provide benefits tosubstantially all former employees of a previously acquired com-pany. Future benefits for both plans have been frozen.

Other Employee Benefits

Deferred Compensation PlansWe maintain unfunded, nonqualified deferred compensation plansfor certain members of management and nonemployee directors(each a “participant”). The amount of compensation deferred byeach participant is based on participant elections. Participantaccounts are credited with income primarily based on a fixedannual rate. Participants are eligible to receive distributions of theamounts credited to their account based on elected deferral peri-ods that are consistent with the plans and applicable tax law. Wehave purchased life insurance policies to fund a portion of theunfunded obligation related to our deferred compensation plans.As of December 31, 2008 and 2007, the cash surrender value ofthese policies, which are recorded in other noncurrent assets, wasapproximately $147 million and $112 million, respectively.


Deferred Compensation PlansYear ended December 31 (in millions) 2008 2007 2006

Benefit obligation $797 $672 $554Interest expense $ 76 $ 65 $ 50

Split Dollar Life InsuranceWe also have collateral assignment split-dollar life insurance agree-ments with select key employees that require us to bear certaininsurance-related costs. Under some of these agreements, ourobligation to provide benefits to the employees extends beyondretirement.

On January 1, 2008, in connection with the adoption of EITF06-10, we adjusted beginning retained earnings and recorded aliability of $132 million for the present value of the postretirementbenefit obligation related to our split-dollar life insurance agree-ments (see Note 3). As of December 31, 2008, this benefitobligation was $145 million. The related expenses were $24 millionfor the year ended December 31, 2008.

Retirement Investment PlansWe sponsor several 401(k) retirement plans that allow eligibleemployees to contribute a portion of their compensation throughpayroll deductions in accordance with specified guidelines. Wematch a percentage of the employees’ contributions up to certainlimits. For the years ended December 31, 2008, 2007 and 2006,expenses related to these plans amounted to $178 million, $150million and $125 million, respectively.

Note 11: Stockholders’ Equity

Common StockIn the aggregate, holders of our Class A common stock have662⁄3% of the voting power of our common stock and holders ofour Class B common stock have 331/3% of the voting power ofour common stock. Our Class A Special common stock is gen-erally nonvoting. Each share of our Class B common stock isentitled to 15 votes. The number of votes held by each share ofour Class A common stock depends on the number of shares ofClass A and Class B common stock outstanding at any given time.The 331/3% aggregate voting power of our Class B common stockcannot be diluted by additional issuances of any other class ofcommon stock. Our Class B common stock is convertible, sharefor share, into Class A or Class A Special common stock, subjectto certain restrictions.

Share Repurchase and DividendsIn 2007, our Board of Directors authorized a $7 billion addition toour existing share repurchase authorization. Under this author-ization, we may repurchase shares in the open market or in privatetransactions, subject to market conditions. As of December 31,2008, we had approximately $4.1 billion of availability remainingunder our share repurchase authorization. We have previouslyindicated our plan to fully use our remaining share repurchaseauthorization by the end of 2009, subject to market conditions.However, due to difficult economic conditions and instability in thecapital markets, it is unlikely we will complete our share repurchaseauthorization by the end of 2009 as previously planned. The tablebelow shows our aggregate repurchases during 2008, 2007 and2006.

Share Repurchases(in millions) 2008 2007 2006

Aggregate consideration $2,800 $3,102 $2,347Shares repurchased 141 133 113

Our Board of Directors declared a dividend of $0.0625 per sharefor each quarter in 2008, totaling approximately $727 million, ofwhich approximately $547 million was paid in 2008. We expect tocontinue to pay quarterly dividends, though each subsequent divi-dend is subject to approval by our Board of Directors. We did notdeclare or pay any cash dividends in 2007 or 2006.

Accumulated Other Comprehensive Income (Loss)The table below presents our accumulated other comprehensiveincome (loss), net of taxes.

Year ended December 31 (in millions) 2008 2007

Unrealized gains (losses) on marketablesecurities $ 19 $ 27

Unrealized gains (losses) on cash flow hedges (97) (110)Unrealized gains (losses) on employee benefit

obligations (31) 24Cumulative translation adjustments (4) 3

Accumulated other comprehensive income(loss) $ (113) $ (56)

Unrealized losses on cash flow hedges in the table above relate toour interest rate lock agreements entered into to fix the interestrates of certain of our debt obligations in advance of their issu-ance. Unless we retire this debt early, these unrealized losses as ofDecember 31, 2008 will be reclassified as an adjustment to inter-est expense over 9 years, the same period over which the relatedinterest costs are recognized in earnings.


Note 12: Share-Based Compensation

Our Board of Directors may grant share-based awards, in the formof stock options and RSUs, to certain employees and directors.Additionally, through our employee stock purchase plan, employ-ees are able to purchase shares of Comcast Class A stock at adiscount through payroll deductions.

Recognized Share-Based Compensation ExpenseUnder SFAS 123RYear ended December 31 (in millions) 2008 2007 2006

Stock options $ 99 $ 74 $120Restricted share units 96 79 62Employee stock purchase plan 13 11 8

Total $208 $164 $190

Tax benefit $ 71 $ 56 $ 66

As of December 31, 2008, we had unrecognized pretax compen-sation expense of $292 million and $279 million related tononvested stock options and nonvested RSUs, respectively, thatwill be recognized over a weighted average period of approx-imately 2.0 years. The amount of share-based compensationcapitalized was not material to our consolidated financial state-ments for the periods presented.

When stock options are exercised or RSU awards are settledthrough the issuance of shares, any income tax benefit realized inexcess of the amount associated with compensation expense thatwas previously recognized for financial reporting purposes is pre-sented as a financing activity rather than as an operating activity inour consolidated statement of cash flows. The excess cashincome tax benefit classified as a financing cash inflow in 2008,2007 and 2006 was approximately $15 million, $33 million and$33 million, respectively.

Option PlansWe maintain stock option plans for certain employees underwhich fixed-price stock options may be granted and the optionprice is generally not less than the fair value of a share of theunderlying stock at the date of grant. Under our stock optionplans, a combined total of approximately 226 million shares of ourClass A and Class A Special common stock are reserved for theexercise of stock options, including those outstanding as ofDecember 31, 2008. Option terms are generally 10 years, withoptions generally becoming exercisable between 2 and 9.5 yearsfrom the date of grant.

We use the Black-Scholes option pricing model to estimate the fairvalue of each stock option on the date of grant. The Black-Scholesoption pricing model uses the assumptions summarized in thetable below. Dividend yield is based on the yield at the date ofgrant. Expected volatility is based on a blend of implied and histor-ical volatility of our Class A common stock. The risk-free rate isbased on the U.S. Treasury yield curve in effect at the date ofgrant. We use historical data on the exercise of stock options andother factors expected to impact holders’ behavior to estimate theexpected term of the options granted. The table below summa-rizes the weighted-average fair values at the date of grant of aClass A common stock option granted under our stock optionplans and the related weighted-average valuation assumptions.

Stock Option Fair Value and Significant Assumptions2008 2007 2006

Fair value $ 6.47 $ 9.61 $ 7.30Dividend yield 1.3% 0% 0%Expected volatility 32.8% 24.3% 26.9%Risk-free interest rate 3.0% 4.5% 4.8%Expected option life (in years) 7.0 7.0 7.0

In 2007, we began granting net settled stock options instead ofstock options exercised with a cash payment (“cash settled stockoptions”). In net settled stock options, an employee receives thenumber of shares equal to the number of options being exercisedless the number of shares necessary to satisfy the cost to exercisethe options and, if applicable, taxes due on exercise based on thefair value of the shares at the exercise date. The change to netsettled stock options will result in fewer shares being issued andno cash proceeds being received by us when a net settled optionis exercised. Following the change, we offered employees theopportunity to modify their outstanding stock options from cashsettled to net settled. The modifications that were made did notresult in any additional compensation expense.


2008 Stock Option Activity

Cash SettledOptions

(in thousands)

Net SettledOptions

(in thousands)

Weighted-AverageExercise

Price

Weighted-Average

RemainingContractual Term

(in years)

AggregateIntrinsic Value

(in millions)

Class A Common StockOutstanding as of January 1, 2008 56,272 62,246 $ 25.07Modified (cash-settled to net-settled) (505) 505 $ 19.14Granted — 24,728 $ 18.98Exercised (2,254) (1,245) $ 18.10Forfeited (986) (2,911) $ 21.16Expired (6,216) (2,408) $ 36.84

Outstanding as of December 31, 2008 46,311 80,915 $ 23.41 5.6 $ 2.1Weighted-average exercise price, as of

December 31, 2008 $ 25.91 $ 21.96

Exercisable as of December 31, 2008 38,598 27,937 $ 25.89 3.5 $ 1.1Weighted-average exercise price, as of

December 31, 2008 $ 27.38 $ 23.83

Class A Special Common StockOutstanding as of January 1, 2008 15,206 41,396 $ 22.41Modified (cash-settled to net-settled) (962) 962 $ 27.89Exercised (1,747) (5,679) $ 11.29Forfeited (11) (2) $ 23.44Expired (815) (79) $ 24.41

Outstanding as of December 31, 2008 11,671 36,598 $ 24.08 2.0 $ 2.6Weighted-average exercise price, as of

December 31, 2008 $ 23.34 $ 24.32

Exercisable as of December 31, 2008 11,232 32,489 $ 24.15 1.9 $ 2.3Weighted-average exercise price, as of

December 31, 2008 $ 23.47 $ 24.39

Cash received from cash settled options exercised during the yearended December 31, 2008 was $49 million.

The table below summarizes information on exercised stockoptions.


Intrinsic value of options exercised $ 85 $ 171 $ 180Tax benefit of options exercised $ 30 $ 58 $ 62

The stock option information above does not include 9.0 millionstock options outstanding, with a weighted average exercise price

of $31.41 per share, for the year ended December 31, 2008.These stock options were issued under a stock option liquidityprogram in 2005 and will expire by the end of 2012.

We also maintain a deferred stock option plan for certain employ-ees and directors that provided the optionees with the opportunityto defer the receipt of shares of Class A or Class A Special com-mon stock that would otherwise be deliverable when the stockoptions are exercised. As of December 31, 2008, approximately2.0 million shares of Class A Special common stock were issuableunder exercised options, the receipt of which was irrevocablydeferred by the optionees under the deferred stock option plan.


Restricted Stock PlanWe maintain a restricted stock plan under which certain employ-ees and directors (“participants”) may be granted RSU awards inunits of Class A or Class A Special common stock. Under therestricted stock plan, a combined total of approximately 50 millionshares of our Class A and Class A Special common stock arereserved for issuance, including those outstanding as ofDecember 31, 2008. RSUs, which are valued based on the closingprice on the date of grant and discounted for the lack of dividends,if any, during the vesting period, entitle participants to receive, atthe time of vesting, one share of common stock for each RSU.The awards vest annually, generally over a period not to exceed 5years, and do not have voting or dividend rights.

The table below summarizes the weighted-average fair value at thedate of grant of the RSUs.

2008 2007 2006

Weighted-average fair value $ 18.06 $ 25.65 $ 19.98

2008 Restricted Stock Plan ActivityNonvestedRestrictedShare Unit

Awards(in thousands)

Weighted-Average GrantDate Fair Value

Class A Common StockNonvested awards as of

January 1, 2008 16,456 $ 21.97Granted 8,652 $ 18.06Vested (3,342) $ 21.64Forfeited (1,430) $ 20.87

Nonvested awards as ofDecember 31, 2008 20,336 $ 19.64

The table below summarizes information on vested RSUs.


Fair value of RSUs vested $ 65 $ 75 $ 32Tax benefit of RSUs vested $ 23 $ 24 $ 9

The restricted stock plan also provides certain employees anddirectors the opportunity to defer the receipt of shares of Class Aor Class A Special common stock that would otherwise bedeliverable when their RSUs vest. As of December 31, 2008,approximately 941,000 and 89,000 shares of Class A commonstock and Class A Special common stock, respectively, wereissuable under vested RSU awards, the receipt of which wasirrevocably deferred by participants.

Employee Stock Purchase PlanWe maintain an employee stock purchase plan that offers employ-ees the opportunity to purchase shares of Class A common stockat a 15% discount. We recognize the fair value of the discountassociated with shares purchased under the plan as share-basedcompensation expense in accordance with SFAS No. 123R. Theemployee cost associated with participation in the plan was sat-isfied with payroll withholdings of approximately $50 million, $48million and $35 million in 2008, 2007 and 2006, respectively.

Note 13: Income Taxes

Components of Income Tax (Expense) Benefit


Current (expense) benefitFederal $ (751) $ (1,280) $ (887)State (287) (273) (77)

(1,038) (1,553) (964)

Deferred (expense) benefitFederal (547) (128) (301)State 52 (119) (82)

(495) (247) (383)

Income tax (expense) benefit $ (1,533) $ (1,800) $ (1,347)

Our income tax expense differs from the federal statutory amountbecause of the effect of the items detailed in the table below.


Federal tax at statutory rate $ (1,420) $ (1,522) $ (1,258)State income taxes, net of

federal benefit (45) (153) (132)Nondeductible losses from

joint ventures and equity innet (losses) income ofaffiliates, net 1 3 18

Adjustments to uncertainand effectively settled taxpositions (34) (35) 93

Accrued interest onuncertain and effectivelysettled tax positions (65) (110) 64

Other 30 17 (132)

Income tax expense $ (1,533) $ (1,800) $ (1,347)


Components of Net Deferred Tax LiabilityDecember 31 (in millions) 2008 2007

Deferred Tax Assets:Net operating loss carryforwards $ 220 $ 252Differences between book and tax basis

of long-term debt 153 163Nondeductible accruals and other 1,351 1,225

1,724 1,640

Deferred Tax Liabilities:Differences between book and tax basis

of property and equipment andintangible assets 27,354 25,935

Differences between book and tax basisof investments 588 1,542

Differences between book and tax basisof indexed debt securities 472 829

28,414 28,306

Net deferred tax liability $ 26,690 $ 26,666

Changes in net deferred income tax liabilities in 2008 that were notrecorded as deferred income tax expense relate to reductions indeferred income tax liabilities of $79 million associated withacquisition-related purchase price allocations, of $365 millionrelated to the settlement of an uncertain tax position of anacquired entity and of $27 million associated with items included inother comprehensive income (loss).

Net deferred tax assets included in current assets are primarilyrelated to our current investments and current liabilities. As ofDecember 31, 2008, we had federal net operating loss carryfor-wards of $229 million and various state net operating losscarryforwards that expire in periods through 2028. The determi-nation of the state net operating loss carryforwards is dependenton our subsidiaries’ taxable income or loss, apportionmentpercentages, and state laws that can change from year to yearand impact the amount of such carryforwards.

In 2008, 2007 and 2006, income tax benefits attributable to share-based compensation of approximately $28 million, $49 million and$60 million, respectively, were allocated to stockholders’ equity.

Uncertain Tax PositionsWe adopted FIN 48 on January 1, 2007, at which time werecorded a cumulative effect adjustment increasing retained earn-ings by $60 million. Our uncertain tax positions as ofDecember 31, 2008 totaled $1.45 billion, excluding the federalbenefits on state tax positions that have been recorded asdeferred income taxes. If we were to recognize the tax benefit for

such positions in the future, approximately $1.2 billion wouldimpact our effective tax rate with the remaining amount impactingdeferred income taxes.

Reconciliation of Unrecognized Tax Benefits(in millions) 2008 2007

Balance as of January 1 $ 1,921 $ 2,099Additions based on tax positions related to

the current year 55 65Additions based on tax positions related to

prior years 30 18Reductions for tax positions of prior years (411) (157)Reductions due to expiration of statute of

limitations (3) (3)Settlements with taxing authorities (142) (101)

Balance as of December 31 $ 1,450 $ 1,921

As of December 31, 2008 and 2007, we had accrued approx-imately $787 million and $766 million, respectively, of interestassociated with our uncertain tax positions.

During 2008, we recognized approximately $411 million of incometax benefits as a result of the settlement of an uncertain tax posi-tion of an acquired entity. The tax position related to thedeductibility of certain costs incurred in connection with a businessacquisition. The primary impacts of the settlement were reductionsto our deferred income tax and other long-term liabilities ofapproximately $542 million, a reduction to goodwill of approx-imately $477 million and a reduction to income tax expense ofapproximately $65 million.

We are litigating an uncertain tax position which is scheduled fortrial in October 2009. As a result, it is reasonably possible that ouruncertain tax positions could significantly change within the next12 months. We are unable to estimate the range of possiblechange.

During 2007, the Internal Revenue Service (“IRS”) completed itsexamination of our income tax returns for the years 2000 through2004. The IRS proposed certain adjustments that relate primarilyto certain financing transactions. We are currently disputing thoseproposed adjustments, but if the adjustments are sustained, theywould not have a material impact on our effective tax rate. The IRSis currently examining our 2005 and 2006 tax returns and variousstates are currently conducting examinations of our income taxreturns for years through 2007. In addition, the statutes of limi-tations could expire for certain of our tax returns over the next 12months, which could result in decreases to our uncertain tax posi-tions. These adjustments are not expected to have a materialimpact on our effective tax rate.


Note 14: Statement of Cash Flows —Supplemental Information

Cash Payments for Interest and Income TaxesYear ended December 31 (in millions) 2008 2007 2006

Interest $ 2,256 $ 2,134 $ 1,880Income taxes $ 762 $ 1,638 $ 1,284

Noncash Financing and Investing ActivitiesDuring 2008, we:

• exchanged our 50% interest in the Insight asset pool forInsight’s 50% interest in the Comcast asset pool, which is anoncash investing activity

• recorded a liability of approximately $180 million for a quarterlycash dividend of $0.0625 per common share paid in January2009, which is a noncash financing activity

• acquired approximately $559 million of property and equipmentand software that are accrued but unpaid, which is a noncashinvesting activity

• issued an interest in a consolidated entity with a value of approx-imately $145 million in exchange for certain programming rights,which is a noncash investing activity

During 2007, we:

• exchanged our 50% interest in the Kansas City asset pool forTWC’s 50% interest in the Houston asset pool, which is a non-cash investing activity

• settled the remaining outstanding $49 million face amount ofexchangeable notes by delivering approximately 1.8 million ofthe 2.2 million underlying Vodafone ADRs to the counterparty,which is a noncash financing and investing activity

• entered into capital leases totaling $46 million, which is a non-cash investing and financing activity


During 2006, we:

• exchanged investments for cable systems in the redemptionswith a fair value of approximately $3.2 billion and cable systemsfor cable systems in the exchanges with a fair value of approx-imately $8.5 billion, which are noncash investing activities

• acquired an additional equity interest with a fair value of $21 mil-lion and recorded a liability for a corresponding amount inconnection with our achievement of certain customer launchmilestones, which is a noncash investing and operating activity

• assumed a $185 million principal amount variable-rate term loanin connection with the Susquehanna transaction, which is anoncash financing and investing activity


Note 15: Commitments and Contingencies

CommitmentsOur programming networks have entered into license agreementsfor programs and sporting events that are available for telecast. Inaddition, we, through Comcast Spectacor, have employmentagreements with both players and coaches of our professionalsports teams. Certain of these employment agreements, whichprovide for payments that are guaranteed regardless of employeeinjury or termination, are covered by disability insurance if certainconditions are met.

One of our subsidiaries supports debt compliance with respect toobligations of a cable television investment in which we hold anownership interest. The obligation expires March 2011. Althoughthere can be no assurance, we believe that we will not be requiredto meet our obligation under such commitment. The total notionalamount of our commitment was $410 million as of December 31,2008, at which time there were no quoted market prices for similaragreements. This amount reflects a decrease of approximately$555 million from December 31, 2007, primarily as a result of theInsight transaction (see Note 5).

The table below summarizes our minimum annual commitmentsunder the programming license agreements of our programmingnetworks and regional sports networks and our minimum annualrental commitments for office space, equipment and transponderservice agreements under noncancelable operating leases.

As of December 31, 2008 (in millions)

ProgramLicense

AgreementsOperating

Leases

2009 $ 559 $ 3852010 $ 593 $ 3172011 $ 578 $ 2252012 $ 510 $ 1762013 $ 516 $ 152Thereafter $ 5,145 $ 833


The following table summarizes our rental expense and program-ming license expense charged to operations:


Rental expense $ 436 $ 358 $ 273Programming license expense $ 548 $ 484 $ 350

ContingenciesWe and the minority owner group in Comcast Spectacor eachhave the right to initiate an exit process under which the fair mar-ket value of Comcast Spectacor would be determined byappraisal. Following such determination, we would have the optionto acquire the 24.3% interest in Comcast Spectacor owned by theminority owner group based on the appraised fair market value. Inthe event we do not exercise this option, we and the minorityowner group would then be required to use our best efforts to sellComcast Spectacor. This exit process includes the minority ownergroup’s interest in Comcast SportsNet (Philadelphia).

The minority owners in certain of our technology developmentventures also have rights to trigger an exit process after a certainperiod of time based on the fair value of the entities at the time theexit process is triggered.

Antitrust CasesWe are defendants in two purported class actions originally filed inDecember 2003 in the United States District Courts for the Districtof Massachusetts and the Eastern District of Pennsylvania. Thepotential class in the Massachusetts case is our subscriber base inthe “Boston Cluster” area, and the potential class in thePennsylvania case is our subscriber base in the “Philadelphia andChicago Clusters,” as those terms are defined in the complaints. Ineach case, the plaintiffs allege that certain subscriber exchangetransactions with other cable providers resulted in unlawfulhorizontal market restraints in those areas and seek damagesunder antitrust statutes, including treble damages.

Our motion to dismiss the Pennsylvania case on the pleadings wasdenied in December 2006 and classes of Philadelphia Cluster andChicago Cluster subscribers were certified in May 2007 andOctober 2007, respectively. Our motion to dismiss the Massachu-setts case, which was transferred to the Eastern District ofPennsylvania in December 2006, was denied in July 2007. We areproceeding with discovery on plaintiffs’ claims concerning thePhiladelphia Cluster. Plaintiffs’ claims concerning the other twoclusters are stayed pending determination of the PhiladelphiaCluster claims.

In addition, we are among the defendants in a purported classaction filed in the United States District Court for the Central Dis-trict of California (“Central District”) in September 2007. Theplaintiffs allege that the defendants who produce video program-ming have entered into agreements with the defendants who

distribute video programming via cable and satellite (including us,among others), which preclude the distributors from resellingchannels to subscribers on an “unbundled” basis in violation offederal antitrust laws. The plaintiffs seek treble damages for theloss of their ability to pick and choose the specific “bundled”channels to which they wish to subscribe, and injunctive reliefrequiring each distributor defendant to resell certain channels to itssubscribers on an “unbundled” basis. The potential class is com-prised of all persons residing in the United States who havesubscribed to an expanded basic level of video service providedby one of the distributor defendants. We and the other defendantsfiled motions to dismiss an amended complaint in April 2008. InJune 2008, the Central District denied the motions to dismiss. InJuly 2008, we and the other defendants filed motions to certifycertain issues decided in the Central District’s June 2008 order forinterlocutory appeal to the Ninth Circuit Court of Appeals. OnAugust 8, 2008, the Central District denied the certificationmotions. In January 2009, the Central District approved a stip-ulation between the parties dismissing the action as to one of thetwo plaintiffs identified in the amended complaint as a Comcastsubscriber. Discovery relevant to plaintiffs’ anticipated motion forclass certification is currently proceeding, with plaintiffs scheduledto file their class certification motion in April 2009.

Securities and Related LitigationWe and several of our current and former officers were named asdefendants in a purported class action lawsuit filed in the UnitedStates District Court for the Eastern District of Pennsylvania(“Eastern District”) in January 2008. We filed a motion to dismissthe case in February 2008. The plaintiff did not respond, butinstead sought leave to amend the complaint, which the courtgranted. The plaintiff filed an amended complaint in May 2008naming only us and two current officers as defendants. Thealleged class was comprised of purchasers of our publicly issuedsecurities between February 1, 2007 and December 4, 2007. Theplaintiff asserted that during the alleged class period, the defend-ants violated federal securities laws through alleged materialmisstatements and omissions relating to forecast results for 2007.The plaintiff sought unspecified damages. In June 2008, we filed amotion to dismiss the amended complaint. In an order datedAugust 25, 2008, the Court granted our motion to dismiss anddenied the plaintiff permission to amend the complaint again. Theplaintiff has not timely appealed the Court’s decision, so the dis-missal of this case is final.

We and several of our current officers have been named as defend-ants in a separate purported class action lawsuit filed in theEastern District in February 2008. The alleged class comprisesparticipants in our retirement-investment (401(k)) plan that investedin the plan’s company stock account. The plaintiff asserts that thedefendants breached their fiduciary duties in managing the plan.The plaintiff seeks unspecified damages. The plaintiff filed anamended complaint in June 2008, and in July 2008 we filed amotion to dismiss the amended complaint. On October 29, 2008,


the Court granted in part and denied in part that motion. The Courtdismissed a claim alleging that defendants failed to provide com-plete and accurate disclosures concerning the plan, but did notdismiss claims alleging that plan assets were imprudently investedin company stock. We filed an answer to the amended complainton December 11, 2008, and discovery is proceeding in the action.

Patent LitigationWe are a defendant in several unrelated lawsuits claiming infringe-ment of various patents relating to various aspects of ourbusinesses. In certain of these cases other industry participantsare also defendants, and also in certain of these cases we expectthat any potential liability would be in part or in whole theresponsibility of our equipment vendors under applicable con-tractual indemnification provisions.

* * *

We believe the claims in each of the actions described above inthis item are without merit and intend to defend the actions vigo-rously. Although we cannot predict the outcome of any of theactions described above or how the final resolution of any suchactions would impact our results of operations or cash flows forany one period or our consolidated financial condition, the finaldisposition of any of the above actions is not expected to have amaterial adverse effect on our consolidated financial position, butcould possibly be material to our consolidated results of oper-ations or cash flows for any one period.

OtherWe are subject to other legal proceedings and claims that arise inthe ordinary course of our business. While the amount of ultimateliability with respect to such actions is not expected to materiallyaffect our financial position, results of operations or cash flows,any litigation resulting from any such legal proceedings or claimscould be time consuming, costly and injure our reputation.


Note 16: Financial Data by Business Segment

Our reportable segments consist of our Cable and Programming businesses. In evaluating the profitability of our segments, the compo-nents of net income (loss) below operating income (loss) before depreciation and amortization are not separately evaluated by ourmanagement. Assets are not allocated to segments for management reporting although approximately 95% of our assets relate to theCable segment. Our financial data by business segment is presented in the table below.

(in millions) Cable(a)(b) Programming(c)

Corporate andOther(d)(e) Eliminations(e)(f) Total

2008Revenue(g) $ 32,443 $ 1,426 $ 644 $ (257) $ 34,256Operating income (loss) before depreciation and amortization(h) 13,170 362 (399) (1) 13,132Depreciation and amortization 6,125 199 107 (31) 6,400Operating income (loss) 7,045 163 (506) 30 6,732Capital expenditures 5,545 44 161 — 5,7502007Revenue(g) $ 29,305 $ 1,314 $ 515 $ (239) $ 30,895Operating income (loss) before depreciation and amortization(h) 11,922 286 (425) 3 11,786Depreciation and amortization 5,924 223 100 (39) 6,208Operating income (loss) 5,998 63 (525) 42 5,578Capital expenditures 5,993 35 130 — 6,1582006Revenue(g) $ 24,042 $ 1,054 $ 412 $ (542) $ 24,966Operating income (loss) before depreciation and amortization(h) 9,667 239 (318) (146) 9,442Depreciation and amortization 4,657 167 79 (80) 4,823Operating income (loss) 5,010 72 (397) (66) 4,619Capital expenditures 4,244 16 31 104 4,395

(a) For the years ended December 31, 2008, 2007 and 2006, Cable segment revenue was derived from the following services:

2008 2007 2006

Video 58.0% 60.4% 62.6%High-speed Internet 22.3% 21.9% 20.6%Phone 8.2% 6.0% 3.8%Advertising 4.7% 5.2% 6.1%Franchise fees 2.8% 2.8% 3.0%Other 4.0% 3.7% 3.9%

Total 100.0% 100.0% 100.0%

Subscription revenue received from customers who purchase bundled services at a discounted rate is allocated proportionally to each service based on the individual service’sprice on a stand-alone basis.

(b) Our Cable segment includes our regional sports networks.

(c) Our Programming segment consists primarily of our consolidated national programming networks, including E!, Golf Channel, VERSUS, G4 and Style.

(d) Corporate and Other activities include Comcast Interactive Media, Comcast Spectacor, a portion of operating results of our less than wholly owned technology developmentventures (see “(e)” below), corporate activities and all other businesses not presented in our Cable or Programming segments.

(e) We consolidate our less than wholly owned technology development ventures that we control or of which we are considered the primary beneficiary. These ventures are withvarious corporate partners, such as Motorola and Gemstar. The ventures have been created to share the costs of development of new technologies for set-top boxes andother devices. The results of these entities are included within Corporate and Other except for cost allocations, which are made to the Cable segment based on our percentageownership in each entity.

(f) Included in the Eliminations column are transactions that our segments enter into with one another. The most common types of transactions are the following:‰ our Programming segment generates revenue by selling cable network programming to our Cable segment, which represents a substantial majority of the revenue elimination

amount‰ our Cable segment receives incentives offered by our Programming segment when negotiating programming contracts that are recorded as a reduction of programming

expenses‰ our Cable segment generates revenue by selling advertising and by selling the use of satellite feeds to our Programming segment‰ our Cable segment generates revenue by providing network services to Comcast Interactive Media

(g) Non-U.S. revenue was not significant in any period. No single customer accounted for a significant amount of our revenue in any period.(h) To measure the performance of our operating segments, we use operating income before depreciation and amortization, excluding impairments related to fixed and intangible

assets, and gains or losses from the sale of assets, if any. This measure eliminates the significant level of noncash depreciation and amortization expense that results from thecapital-intensive nature of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital structure or investment activities.We use this measure to evaluate our consolidated operating performance, the operating performance of our operating segments, and to allocate resources and capital to ouroperating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because itis one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measuresused by other companies. This measure should not be considered a substitute for operating income (loss), net income (loss), net cash provided by operating activities or othermeasures of performance or liquidity reported in accordance with GAAP.


Note 17: Quarterly Financial Information (Unaudited)

(in millions, except per share data)First

QuarterSecondQuarter

ThirdQuarter

FourthQuarter

TotalYear

2008Revenue $ 8,389 $ 8,553 $ 8,549 $ 8,765 $ 34,256Operating income $ 1,555 $ 1,750 $ 1,670 $ 1,757 $ 6,732Net income $ 732 $ 632 $ 771 $ 412 $ 2,547Basic earnings per common share $ 0.24 $ 0.21 $ 0.26 $ 0.14 $ 0.87Diluted earnings per common share $ 0.24 $ 0.21 $ 0.26 $ 0.14 $ 0.86Dividends declared per common share $ 0.0625 $ 0.0625 $ 0.0625 $ 0.0625 $ 0.252007Revenue $ 7,388 $ 7,712 $ 7,781 $ 8,014 $ 30,895Operating income $ 1,261 $ 1,468 $ 1,391 $ 1,458 $ 5,578Net income $ 837 $ 588 $ 560 $ 602 $ 2,587Basic earnings per common share $ 0.27 $ 0.19 $ 0.18 $ 0.20 $ 0.84Diluted earnings per common share $ 0.26 $ 0.19 $ 0.18 $ 0.20 $ 0.83Dividends declared per common share $ — $ — $ — $ — $ —


Note 18: Condensed Consolidating Financial Information

Comcast Corporation and five of our cable holding company subsidiaries, Comcast Cable Communications, LLC (“CCCL”), ComcastCable Communications Holdings, Inc. (“CCCH”), Comcast MO Group, Inc. (“Comcast MO Group”), Comcast Cable Holdings, LLC(“CCH”) and Comcast MO of Delaware, LLC (“Comcast MO of Delaware”), have fully and unconditionally guaranteed each other’s debtsecurities. Comcast MO Group, CCH and Comcast MO of Delaware are collectively referred to as the “Combined CCHMO Parents.”

Comcast Corporation has unconditionally guaranteed Comcast Holdings’ ZONES due October 2029 and its 105/8% Senior SubordinatedDebentures due 2012. Our condensed consolidating financial information is presented in the tables below.

Condensed Consolidating Balance SheetAs of December 31, 2008

(in millions)Comcast

ParentCCCL

ParentCCCHParent

CombinedCCHMOParents

ComcastHoldings

Non-Guarantor

Subsidiaries

Eliminationand

ConsolidationAdjustments

ConsolidatedComcast

Corporation

AssetsCash and cash equivalents $ — $ — $ — $ — $ — $ 1,195 $ — $ 1,195Investments — — — — — 59 — 59Accounts receivable, net — — — — — 1,626 — 1,626Other current assets 171 8 — — — 657 — 836

Total current assets 171 8 — — — 3,537 — 3,716

Investments — — — — — 4,783 — 4,783Investments in and amounts due from

subsidiaries eliminated uponconsolidation 70,076 34,499 43,536 46,314 26,519 4,471 (225,415) —

Property and equipment, net 306 — — — — 24,138 — 24,444Franchise rights — — — — — 59,449 — 59,449Goodwill — — — — — 14,889 — 14,889Other intangible assets, net 1 — — — — 4,557 — 4,558Other noncurrent assets, net 603 7 14 — 17 537 — 1,178

Total assets $ 71,157 $ 34,514 $ 43,550 $ 46,314 $ 26,536 $ 116,361 $ (225,415) $ 113,017

Liabilities and Stockholders’ EquityAccounts payable and accrued

expenses related to trade creditors $ 196 $ — $ — $ — $ — $ 3,197 $ — $ 3,393Accrued expenses and other current

liabilities 810 224 73 87 129 1,945 — 3,268Current portion of long-term debt 1,242 1,006 — — — 30 — 2,278

Total current liabilities 2,248 1,230 73 87 129 5,172 — 8,939

Long-term debt, less current portion 19,839 2,294 4,462 2,691 610 282 — 30,178Deferred income taxes 7,160 — — — 656 19,166 — 26,982Other noncurrent liabilities 1,460 — — — 119 4,592 — 6,171Minority interest — — — — — 297 — 297Stockholders’ Equity

Common stock 33 — — — — — — 33Other stockholders’ equity 40,417 30,990 39,015 43,536 25,022 86,852 (225,415) 40,417

Total stockholders’ equity 40,450 30,990 39,015 43,536 25,022 86,852 (225,415) 40,450

Total liabilities andstockholders’ equity $ 71,157 $ 34,514 $ 43,550 $ 46,314 $ 26,536 $ 116,361 $ (225,415) $ 113,017


Condensed Consolidating Balance SheetAs of December 31, 2007


ParentCCCLParent

CCCHParent


ComcastHoldings

Non-Guarantor

Subsidiaries

Eliminationand


ConsolidatedComcast

Corporation

AssetsCash and cash equivalents $ — $ — $ — $ — $ — $ 963 $ — $ 963Investments — — — — — 98 — 98Accounts receivable, net — — — — — 1,645 — 1,645Other current assets 100 — — — — 861 — 961

Total current assets 100 — — — — 3,567 — 3,667

Investments — — — — — 7,963 — 7,963Investments in and amounts due

from subsidiaries eliminatedupon consolidation 67,903 32,760 40,240 43,356 25,815 2,244 (212,318) —

Property and equipment, net 208 — — — — 23,416 — 23,624Franchise rights — — — — — 58,077 — 58,077Goodwill — — — — — 14,705 — 14,705Other intangible assets, net — — — — — 4,739 — 4,739Other noncurrent assets, net 281 11 17 — 30 303 — 642

Total assets $ 68,492 $ 32,771 $ 40,257 $ 43,356 $ 25,845 $ 115,014 $ (212,318) $ 113,417

Liabilities and Stockholders’ EquityAccounts payable and accrued

expenses related to trade creditors $ 10 $ 3 $ — $ — $ — $ 3,323 $ — $ 3,336Accrued expenses and other current

liabilities 694 267 75 98 74 1,913 — 3,121Current portion of long-term debt — 1,142 — 305 — 48 — 1,495

Total current liabilities 704 1,412 75 403 74 5,284 — 7,952

Long-term debt, less current portion 19,133 3,294 3,498 2,713 908 282 — 29,828Deferred income taxes 6,256 — — — 1,015 19,609 — 26,880Other noncurrent liabilities 1,059 6 — — 116 5,986 — 7,167Minority interest — — — — — 250 — 250Stockholders’ Equity

Common stock 34 — — — — — — 34Other stockholders’ equity 41,306 28,059 36,684 40,240 23,732 83,603 (212,318) 41,306

Total stockholders’ equity 41,340 28,059 36,684 40,240 23,732 83,603 (212,318) 41,340

Total liabilities andstockholders’ equity $ 68,492 $ 32,771 $ 40,257 $ 43,356 $ 25,845 $ 115,014 $ (212,318) $ 113,417


Condensed Consolidating Statement of OperationsFor the Year Ended December 31, 2008


ParentCCCLParent

CCCHParent


ComcastHoldings

Non-Guarantor

Subsidiaries

Eliminationand


ConsolidatedComcast

Corporation

RevenueService revenue $ — $ — $ — $ — $ — $ 34,256 $ — $34,256Management fee revenue 735 226 413 413 — — (1,787) —

735 226 413 413 — 34,256 (1,787) 34,256

Costs and ExpensesOperating (excluding depreciation) — — — — — 13,472 — 13,472Selling, general and administrative 358 226 413 413 53 7,976 (1,787) 7,652Depreciation 23 — — — — 5,434 — 5,457Amortization — — — — — 943 — 943

381 226 413 413 53 27,825 (1,787) 27,524

Operating income (loss) 354 — — — (53) 6,431 — 6,732Other Income (Expense)

Interest expense (1,307) (298) (334) (212) (146) (142) — (2,439)Investment income (loss), net (40) — — — 57 72 — 89Equity in net income (losses) of

affiliates 3,196 1,712 2,704 2,842 1,455 24 (11,972) (39)Other income (expense) (5) — — — — (280) — (285)

1,844 1,414 2,370 2,630 1,366 (326) (11,972) (2,674)

Income (loss) from continuingoperations before income taxes andminority interest 2,198 1,414 2,370 2,630 1,313 6,105 (11,972) 4,058

Income tax (expense) benefit 349 104 117 74 50 (2,227) — (1,533)

Income (loss) from continuingoperations before minority interest 2,547 1,518 2,487 2,704 1,363 3,878 (11,972) 2,525

Minority interest — — — — — 22 — 22

Net income (loss) $ 2,547 $ 1,518 $ 2,487 $ 2,704 $ 1,363 $ 3,900 $ (11,972) $ 2,547




ParentCCCLParent

CCCHParent


ComcastHoldings

Non-Guarantor

Subsidiaries

Eliminationand


ConsolidatedComcast

Corporation

RevenueService revenue $ — $ — $ — $ — $ — $30,895 $ — $ 30,895Management fee revenue 630 213 338 338 — — (1,519) —

630 213 338 338 — 30,895 (1,519) 30,895

Costs and ExpensesOperating (excluding depreciation) — — — — — 12,169 — 12,169Selling, general and administrative 297 213 338 338 17 7,256 (1,519) 6,940Depreciation 6 — — — — 5,101 — 5,107Amortization — — — — — 1,101 — 1,101

303 213 338 338 17 25,627 (1,519) 25,317


Interest expense (1,116) (363) (321) (234) (95) (160) — (2,289)Investment income (loss), net 7 — 5 — 70 519 — 601Equity in net income (losses) of affiliates 3,095 1,551 2,274 2,427 1,305 (52) (10,663) (63)Other income (expense) 1 — — — — 521 — 522

1,987 1,188 1,958 2,193 1,280 828 (10,663) (1,229)

Income (loss) from continuing operationsbefore income taxes and minorityinterest 2,314 1,188 1,958 2,193 1,263 6,096 (10,663) 4,349


Income (loss) from continuing operationsbefore minority interest 2,587 1,316 2,070 2,274 1,278 3,687 (10,663) 2,549

Minority interest — — — — — 38 — 38

Net income (loss) $ 2,587 $ 1,316 $ 2,070 $ 2,274 $ 1,278 $ 3,725 $ (10,663) $ 2,587




ParentCCCLParent

CCCHParent


ComcastHoldings

Non-Guarantor

Subsidiaries

Eliminationand


ConsolidatedComcast

Corporation

RevenueService revenue $ — $ — $ — $ — $ — $ 24,966 $ — $ 24,966Management fee revenue 526 193 298 298 8 — (1,323) —

526 193 298 298 8 24,966 (1,323) 24,966

Costs and ExpensesOperating (excluding depreciation) — — — — — 9,819 — 9,819Selling, general and administrative 256 193 298 298 16 5,967 (1,323) 5,705Depreciation 8 — — — 2 3,818 — 3,828Amortization — — — — 4 991 — 995

264 193 298 298 22 20,595 (1,323) 20,347


Interest expense (776) (400) (325) (259) (68) (236) — (2,064)Investment income (loss), net — — — — 34 956 — 990Equity in net income (losses) of affiliates 2,867 1,509 1,900 2,069 1,266 (79) (9,597) (65)Other income (expense) — — — — — 114 — 114

2,091 1,109 1,575 1,810 1,232 755 (9,597) (1,025)

Income (loss) from continuing operationsbefore income taxes and minorityinterest 2,353 1,109 1,575 1,810 1,218 5,126 (9,597) 3,594


Income (loss) from continuing operationsbefore minority interest 2,533 1,252 1,689 1,900 1,244 3,226 (9,597) 2,247

Minority interest — — — — — (12) — (12)

Income (loss) from continuing operations 2,533 1,252 1,689 1,900 1,244 3,214 (9,597) 2,235

Income from discontinued operations, netof tax — — — — — 103 — 103

Gain on discontinued operations, net of tax — — — — — 195 — 195

Net income (loss) $ 2,533 $ 1,252 $ 1,689 $ 1,900 $ 1,244 $ 3,512 $ (9,597) $ 2,533


Condensed Consolidating Statement of Cash FlowsFor the Year Ended December 31, 2008


ParentCCCL

ParentCCCHParent


ComcastHoldings

Non-Guarantor

Subsidiaries

Eliminationand


ConsolidatedComcast

Corporation

Operating ActivitiesNet cash provided by (used in)

operating activities $ (446) $ (241) $ (200) $ (175) $ 9 $ 11,284 $ — $ 10,231

Financing ActivitiesProceeds from borrowings 1,998 — 1,510 — — 27 — 3,535Retirements and repayments of debt (308) (1,150) (541) (300) (263) (48) — (2,610)Repurchases of common stock (2,800) — — — — — — (2,800)Dividends paid (547) — — — — — — (547)Issuances of common stock 53 — — — — — — 53Other (3) — — — (56) (94) — (153)

Net cash provided by (used in)financing activities (1,607) (1,150) 969 (300) (319) (115) — (2,522)

Investing ActivitiesNet transactions with affiliates 2,269 1,391 (769) 475 310 (3,676) — —Capital expenditures (140) — — — — (5,610) — (5,750)Cash paid for intangible assets — — — — — (527) — (527)Acquisitions, net of cash acquired — — — — — (738) — (738)Proceeds from sales of investments — — — — — 737 — 737Purchases of investments — — — — — (1,167) — (1,167)Other (76) — — — — 44 — (32)

Net cash provided by (used in)investing activities 2,053 1,391 (769) 475 310 (10,937) — (7,477)

Increase (decrease) in cash andcash equivalents — — — — — 232 — 232

Cash and cash equivalents, beginning of period — — — — — 963 — 963

Cash and cash equivalents, end of period $ — $ — $ — $ — $ — $ 1,195 $ — $ 1,195




ParentCCCLParent

CCCHParent


ComcastHoldings

Non-Guarantor

Subsidiaries

Eliminationand


ConsolidatedComcast

Corporation


operating activities $ (516) $ (246) $ (199) $ (186) $ (20) $ 9,356 $ — $ 8,189

Financing ActivitiesProceeds from borrowings 3,695 — — — — 18 — 3,713Retirements and repayments of debt — (600) — (245) — (556) — (1,401)Repurchases of common stock (3,102) — — — — — — (3,102)Issuances of common stock 412 — — — — — — 412Other (12) — — (8) — 82 — 62

Net cash provided by (used in)financing activities 993 (600) — (253) — (456) — (316)

Investing ActivitiesNet transactions with affiliates (372) 846 199 439 20 (1,132) — —Capital expenditures (110) — — — — (6,048) — (6,158)Cash paid for intangible assets — — — — — (406) — (406)Acquisitions, net of cash acquired — — — — — (1,319) — (1,319)Proceeds from sales of investments — — — — — 1,761 — 1,761Purchases of investments — — — — — (2,089) — (2,089)Other (72) — — — — 134 — 62

Net cash provided by (used in)investing activities (554) 846 199 439 20 (9,099) — (8,149)

Increase (decrease) in cash andcash equivalents (77) — — — — (199) — (276)

Cash and cash equivalents, beginning of period 77 — — — — 1,162 — 1,239

Cash and cash equivalents, end of period $ — $ — $ — $ — $ — $ 963 $ — $ 963




ParentCCCLParent

CCCHParent


ComcastHoldings

Non-Guarantor

Subsidiaries

Eliminationand


ConsolidatedComcast

Corporation


operating activities $ 90 $ (240) $ (226) $ (224) $ 20 $ 7,198 $ — $ 6,618

Financing ActivitiesProceeds from borrowings 7,474 — — — — 23 — 7,497Retirements and repayments of debt (350) (619) — (988) (27) (55) — (2,039)Repurchases of common stock (2,347) — — — — — — (2,347)Issuances of common stock 410 — — — — — — 410Other 33 — — — — (8) — 25

Net cash provided by (used in)financing activities 5,220 (619) — (988) (27) (40) — 3,546

Investing ActivitiesNet transactions with affiliates (5,272) 859 226 1,212 (3) 2,978 — —Capital expenditures (8) — — — — (4,387) — (4,395)Cash paid for intangible assets — — — — — (306) — (306)Acquisitions, net of cash acquired — — — — — (5,110) — (5,110)Proceeds from sales of investments 47 — — — 10 2,663 — 2,720Purchases of investments — — — — — (2,812) — (2,812)Other — — — — — 31 — 31

Net cash provided by (used in)investing activities (5,233) 859 226 1,212 7 (6,943) — (9,872)

Increase (decrease) in cash andcash equivalents 77 — — — — 215 — 292

Cash and cash equivalents, beginning of period — — — — — 947 — 947

Cash and cash equivalents, end of period $ 77 $ — $ — $ — $ — $ 1,162 $ — $ 1,239


Item 9: Changes in and DisagreementsWith Accountants on Accounting andFinancial DisclosureNone.

Item 9A: Controls and Procedures

Conclusions regarding disclosure controls and proceduresOur principal executive and principal financial officers, after evaluat-ing the effectiveness of our disclosure controls and procedures(as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)and 15d-15(e)) as of the end of the period covered by this report,have concluded that, based on the evaluation of these controlsand procedures required by paragraph (b) of Exchange ActRules 13a-15 or 15d-15, our disclosure controls and procedureswere effective.

Management’s annual report on internal control overfinancial reportingRefer to Management’s Report on Internal Control Over FinancialReporting on page 39.

Attestation report of the registered public accounting firmRefer to Report of Independent Registered Public Accounting Firmon page 40.

Changes in internal control over financial reportingThere were no changes in our internal control over financial report-ing identified in connection with the evaluation required byparagraph (d) of Exchange Act Rules 13a-15 or 15d-15 thatoccurred during our last fiscal quarter that have materially affected,or are reasonably likely to materially affect, our internal control overfinancial reporting.

Item 9B: Other Information

None.


Part III

Item 10: Directors and Executive Officers of the RegistrantExcept for the information regarding executive officers required by Item 401 of Regulation S-K, we incorporate the information required bythis item by reference to our definitive proxy statement for our annual meeting of shareholders presently scheduled to be held in May 2009.We refer to this proxy statement as the 2009 Proxy Statement.

Except for our Chairman and CEO (who continues in these offices through May 26, 2010 or earlier upon his death, resignation or removal),the term of office of each of our officers continues until his or her successor is selected and qualified, or until his or her earlier death, resig-nation or removal. The following table sets forth information concerning our executive officers, including their ages, positions and tenure asof December 31, 2008:

Name AgeOfficerSince Position with Comcast

Brian L. Roberts 49 1986 Chairman and CEO; PresidentMichael J. Angelakis 44 2007 Executive Vice President; Chief Financial OfficerStephen B. Burke 50 1998 Executive Vice President; Chief Operating Officer; President, Comcast CableDavid L. Cohen 53 2002 Executive Vice PresidentArthur R. Block 53 1993 Senior Vice President; General Counsel; SecretaryLawrence J. Salva 52 2000 Senior Vice President; Chief Accounting Officer; Controller

Brian L. Roberts has served as a director and as our President andChief Executive Officer for more than five years and our Chairmanof the Board since May 2004. As of December 31, 2008,Mr. Roberts had sole voting power over approximately 331/3% ofthe combined voting power of our two classes of voting commonstock. He is a son of Mr. Ralph J. Roberts. Mr. Roberts is also adirector of Comcast Holdings, a director of the National Cable andTelecommunications Association and Chairman of CableLabs.

Michael J. Angelakis has served as Executive Vice President andChief Financial Officer of Comcast Corporation since March 2007.Before March 2007, Mr. Angelakis served as Managing Directorand as a member of the Management and Investment Committeesof Providence Equity Partners for more than five years.Mr. Angelakis is also a director of Comcast Holdings.

Stephen B. Burke has served as our Chief Operating Officer sinceJuly 2004 and as our Executive Vice President and President ofComcast Cable and Comcast Cable Communications Holdings formore than five years. Mr. Burke is also a director of JPMorganChase & Company.

David L. Cohen has served as an Executive Vice President formore than five years. Mr. Cohen is also a director of ComcastHoldings.

Arthur R. Block has served as our Senior Vice President, GeneralCounsel and Secretary for more than five years. Mr. Block is also adirector of Comcast Holdings.

Lawrence J. Salva has served as our Senior Vice President andController for more than five years and as Chief Accounting Officersince May 2004.


Item 11: Executive Compensation

We incorporate the information required by this item by referenceto our 2009 Proxy Statement.

Item 12: Security Ownership of CertainBeneficial Owners and Management


Item 13: Certain Relationships and RelatedTransactions


Item 14: Principal Accountant Fees andServices


We will file our 2009 Proxy Statement for our annual meeting ofshareholders with the SEC on or before April 30, 2009.


Part IV

Item 15: Exhibits and Financial Statement Schedules

(a) Our consolidated financial statements are filed as a part of this report on Form 10-K in Item 8, Financial Statements and SupplementaryData, and a list of the consolidated financial statements are found on page 38 of this report. Schedule II, Valuation and QualifyingAccounts, is found on page 87 of this report; all other financial statement schedules are omitted because the required information is notapplicable, or because the information required is included in the consolidated financial statements and notes thereto.

(b) Exhibits required to be filed by Item 601 of Regulation S-K:

3.1 Restated Articles of Incorporation of Comcast Corporation (incorporated by reference to Exhibit 3.1 to our Annual Report onForm 10-K for the year ended December 31, 2005).

3.2 Restated and Amended By-Laws of Comcast Corporation as of October 8, 2008.

4.1 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K forthe year ended December 31, 2002).

4.2 Specimen Class A Special Common Stock Certificate (incorporated by reference to Exhibit 4.2 to our Annual Report onForm 10-K for the year ended December 31, 2002).

4.3 Rights Agreement dated as of November 18, 2002, between Comcast Corporation and Computershare Trust Company, N.A.(f/k/a EquiServe Trust Company, N.A.), as Rights Agent, which includes the Form of Certificate of Designation of Series AParticipant’s Cumulative Preferred Stock as Exhibit A and the Form of Right Certificate as Exhibit B (incorporated by reference toour registration statement on Form 8-A12g filed on November 18, 2002).

4.4 Indenture, dated January 7, 2003, between Comcast Corporation, Comcast Cable Communications, LLC (f/k/a Comcast CableCommunications, Inc.), Comcast Cable Communications Holdings, Inc., Comcast Cable Holdings, LLC, Comcast MO Group,Inc. and The Bank of New York Mellon (f/k/a The Bank of New York), as Trustee relating to our 5.85% Notes due 2010, 6.50%Notes due 2015, 5.50% Notes due 2011, 7.05% Notes due 2033, 5.30% Notes due 2014, 4.95% Notes due 2016, 5.65%Notes due 2035, 5.45% Notes due 2010, 5.85% Notes due 2015, 6.50% Notes due 2035, 5.90% Notes due 2016, 6.45%Notes due 2037, 7.00% Notes due 2055, Floating Rate Notes due 2009, 6.50% Notes due 2017, 7.00% Notes due 2055Series B, 5.875% Notes due 2018, 6.45% Notes due 2037, 6.625% Notes due 2056, 6.30% Notes due 2017, 6.95% Notesdue 2037, 5.70% Notes due 2018, and 6.40% Notes due 2038.

4.5 Supplemental Indenture, dated March 25, 2003, to the Indenture between Comcast Corporation, Comcast Cable Holdings,LLC, Comcast Cable Communications Holdings, Inc., Comcast Cable Communications, LLC (f/k/a Comcast CableCommunications, Inc.), Comcast MO Group, Inc., Comcast MO of Delaware, LLC (f/k/a Comcast MO of Delaware, Inc.) and TheBank of New York Mellon (f/k/a The Bank of New York), as Trustee, dated January 7, 2003.

Certain instruments defining the rights of holders of long-term obligation of the registrant and certain of its subsidiaries (the totalamount of securities authorized under each of which does not exceed ten percent of the total assets of the registrant and itssubsidiaries on a consolidated basis), are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. We agree to furnish copiesof any such instruments to the SEC upon request.

10.1 Amended and restated Five Year Revolving Credit Agreement dated as of January 30, 2008 among Comcast Corporation,Comcast Cable Communications Holdings, Inc., the Financial Institutions party thereto and JP Morgan Chase Bank, N.A., asAdministrative Agent (incorporated by reference to Exhibit 10.53 to our Annual Report on Form 10-K for the year endedDecember 31, 2007).

10.2* Comcast Corporation 2002 Stock Option Plan, as amended and restated effective December 9, 2008.

10.3* Comcast Corporation 2003 Stock Option Plan, as amended and restated effective December 9, 2008.

10.4* Comcast Corporation 2002 Deferred Stock Option Plan, as amended and restated effective October 7, 2008 (incorporated byreference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008).

10.5* Comcast Corporation 2002 Deferred Compensation Plan, as amended and restated effective January 1, 2008 (incorporated byreference to Exhibit 10.5 to our Annual Report on Form 10-K for the year ended December 31, 2007).

10.6* Comcast Corporation 2005 Deferred Compensation Plan, as amended and restated effective May 13, 2008 (incorporated byreference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008).


10.7* Comcast Corporation 2002 Restricted Stock Plan, as amended and restated effective December 9, 2008.

10.8* 1992 Executive Split Dollar Insurance Plan (incorporated by reference to Exhibit 10.12 to the Comcast Holdings CorporationAnnual Report on Form 10-K for the year ended December 31, 1992).

10.9* Comcast Corporation 2006 Cash Bonus Plan, as amended and restated effective February 28, 2007 (incorporated byreference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).

10.10* Comcast Corporation 2003 Cable Division Advertising/Sales Group Long Term Incentive Plan, as amended and restatedeffective January 1, 2007 (incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the year endedDecember 31, 2007).

10.11* Comcast Corporation Retirement Investment Plan, as amended and restated effective October 7, 2008 (incorporated byreference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008).

10.12* Comcast Corporation 2002 Non-Employee Director Compensation Plan, as amended and restated effective October 3, 2007(incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the year ended December 31, 2007).

10.13* Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated effective January 1, 2008 (incorporatedby reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008).

10.14* Comcast Corporation Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005(incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended December 31, 2007).

10.15* Certificate of Interest of Julian Brodsky under the Comcast Holdings Corporation Unfunded Plan of Deferred Compensation(incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the year ended December 31, 2002).

10.16* Employment Agreement between Comcast Holdings Corporation and Julian A. Brodsky, dated as of May 1, 2002(incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2002).

10.17* Amendment to Employment Agreement between Comcast Holdings Corporation and Julian A. Brodsky, dated as ofNovember 18, 2002 (incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K for the year endedDecember 31, 2002).

10.18* Employment Agreement between Comcast Corporation and Stephen B. Burke dated November 22, 2005 (incorporated byreference to Exhibit 99.1 to our Current Report on Form 8-K filed on November 23, 2005).

10.19* Amendment No. 1 to Employment Agreement between Comcast Corporation and Stephen B. Burke dated January 25, 2006(incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K for the year ended December 31, 2005).

10.20* Employment Agreement between Comcast Corporation and David L. Cohen dated November 7, 2005 (incorporated byreference to Exhibit 99.2 to our Current Report on Form 8-K filed on November 10, 2005).

10.21* Amendment No. 1 to Employment Agreement between Comcast Corporation and David L. Cohen dated November 11, 2005(incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K for the year ended December 31, 2005).

10.22* Amendment No. 2 to Employment Agreement between Comcast Corporation and David L. Cohen dated January 25, 2006(incorporated by reference to Exhibit 10.26 to our Annual Report on Form 10-K for the year ended December 31, 2005).

10.23* Employment Agreement between Comcast Corporation and Brian L. Roberts, dated as of June 1, 2005 (incorporated byreference to Exhibit 99.1 to our Current Report on Form 8-K filed on August 5, 2005).

10.24* Term Life Insurance Premium and Tax Bonus Agreement between Comcast Holdings Corporation and Brian L. Roberts, datedas of September 23, 1998 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterended March 31, 2003).

10.25* Amendment to Term Life Insurance Premium and Tax Bonus Agreement between Comcast Corporation and Brian L. Roberts,dated as of May 22, 2006 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterended June 30, 2006).

10.26* Life Insurance Premium and Tax Bonus Agreement between Comcast Corporation and Brian L. Roberts, dated as of May 22,2006 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).


10.27* Amendment to Life Insurance Premium and Tax Bonus Agreement between Comcast Corporation and Brian L. Roberts, datedas of September 15, 2006 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterended September 30, 2006).

10.28* Employment Agreement between Comcast Corporation and Ralph J. Roberts dated as of December 27, 2007 (incorporatedby reference to Exhibit 99.1 to our Current Report on Form 8-K filed on December 28, 2007).

10.29* Amendment to Employment Agreement between Comcast Corporation and Ralph J. Roberts dated as of January 1, 2008(incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed on February 13, 2008).

10.30* Compensation and Deferred Compensation Agreement and Stock Appreciation Bonus Plan between Comcast HoldingsCorporation and Ralph J. Roberts, as amended and restated March 16, 1994 (incorporated by reference to Exhibit 10.13 to theComcast Holdings Corporation Annual Report on Form 10-K for the year ended December 31, 1993).

10.31* Compensation and Deferred Compensation Agreement between Comcast Holdings Corporation and Ralph J. Roberts, asamended and restated August 31, 1998 (incorporated by reference to Exhibit 10.1 to the Comcast Holdings CorporationQuarterly Report on Form 10-Q for the quarter ended September 30, 1998).

10.32* Amendment Agreement to Compensation and Deferred Compensation Agreement between Comcast Holdings Corporationand Ralph J. Roberts, dated as of August 19, 1999 (incorporated by reference to Exhibit 10.2 to the Comcast HoldingsCorporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2000).

10.33* Amendment to Compensation and Deferred Compensation Agreement between Comcast Holdings Corporation and Ralph J.Roberts, dated as of June 5, 2001 (incorporated by reference to Exhibit 10.8 to the Comcast Holdings Corporation AnnualReport on Form 10-K for the year ended December 31, 2001).

10.34* Amendment to Compensation and Deferred Compensation Agreement between Comcast Holdings Corporation and Ralph J.Roberts, dated as of January 24, 2002 (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for theyear ended December 31, 2002).

10.35* Amendment to Compensation and Deferred Compensation Agreement between Comcast Holdings Corporation and Ralph J.Roberts, dated as of November 18, 2002 (incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K forthe year ended December 31, 2002).

10.36* Insurance Premium Termination Agreement between Comcast Corporation and Ralph J. Roberts, effective January 30, 2004(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).

10.37* Employment Agreement between Comcast Corporation and Michael J. Angelakis dated as of November 20, 2006(incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed on November 28, 2006).

10.38* Form of Amendment, dated as of December 16, 2008, to the Employment Agreements with Ralph J. Roberts, Brian L.Roberts, Michael J. Angelakis, Stephen B. Burke, and David L. Cohen.

10.39* Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan.

10.40* Form of Non-Qualified Stock Option under the Comcast Corporation 2003 Stock Option Plan.

10.41* Form of Restricted Stock Unit Award under the Comcast Corporation 2002 Restricted Stock Plan.

12.1 Statement of Earnings to fixed charges and earnings to combined fixed charges and preferred dividends.

21 List of subsidiaries.

23.1 Consent of Deloitte & Touche LLP.

31 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

* Constitutes a management contract or compensatory plan or arrangement.


Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized in Philadelphia, Pennsylvania on February 20, 2009.

By: /s/ BRIAN L. ROBERTS

Brian L. RobertsChairman and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons onbehalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ BRIAN L. ROBERTS

Brian L. Roberts

Chairman and CEO; Director(Principal Executive Officer)

February 20, 2009

/s/ RALPH J. ROBERTS

Ralph J. Roberts

Founder; Chairman Emeritus of the Board February 20, 2009

/s/ JULIAN A. BRODSKY

Julian A. Brodsky

Non-Executive Vice Chairman; Director February 20, 2009

/s/ MICHAEL J. ANGELAKIS

Michael J. Angelakis

Executive Vice President(Principal Financial Officer)

February 20, 2009

/s/ LAWRENCE J. SALVA

Lawrence J. Salva

Senior Vice President, Chief AccountingOfficer and Controller

(Principal Accounting Officer)

February 20, 2009

/s/ S. DECKER ANSTROM

S. Decker Anstrom

Director February 20, 2009

/s/ KENNETH J. BACON

Kenneth J. Bacon


/s/ SHELDON M. BONOVITZ

Sheldon M. Bonovitz


/s/ EDWARD D. BREEN

Edward D. Breen


/s/ JOSEPH J. COLLINS

Joseph J. Collins


/s/ J. MICHAEL COOK

J. Michael Cook


/s/ GERALD L. HASSELL

Gerald L. Hassell


/s/ JEFFREY A. HONICKMAN

Jeffrey A. Honickman


/s/ DR. JUDITH RODIN

Dr. Judith Rodin


/s/ MICHAEL I. SOVERN

Michael I. Sovern



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Cert no. SCS-COC-00648SKU 10K-08

form 10-k securities and exchange commission · form 10-k securities and exchange commission ......

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